Republic of Panama Announces Offer to Purchase Old Bonds

PANAMA CITY, Feb. 09, 2026 (GLOBE NEWSWIRE) -- Panama announced today the commencement of an offer to purchase for cash (the “Offer”) from each registered holder or beneficial owner (each, a “Holder” and, collectively, the “Holders”) the outstanding bonds of the series set forth in the table below (collectively, the “Old Bonds”), in an aggregate principal amount that will not result in an aggregate Purchase Price that exceeds an amount determined by Panama in its sole discretion (the “Maximum Purchase Amount”). The terms and conditions of the Offer are set forth in the Offer to Purchase, dated February 9, 2026 (the “Offer Document”), including the issuance of and receipt of funds by Panama from an expected offering of new global bonds, subject to market conditions (“New Bonds Financing Condition”).

Subject to the New Bond Financing Condition, the Offer is not conditioned upon any minimum participation of any series of the Old Bonds.

The purchase price payable for each U.S.$1,000 principal amount of Old Bonds validly tendered and accepted for purchase will be based on the fixed spread specified for the Old Bonds, plus the yield of the specified Reference U.S. Treasury Security for the Old Bonds as of 2:00 p.m., New York City time, on Friday, February 13, 2026. In addition to the Purchase Price, Holders whose Old Bonds are accepted for purchase in the Offer will also receive any accrued and unpaid interest from, and including, the last interest payment date for such Old Bonds up to, but excluding, the Settlement Date (as defined below) (the “Accrued Interest”). If the aggregate Purchase Price for all validly tendered Old Bonds of a series would exceed the Maximum Purchase Amount, then Panama will, in its sole discretion, apply a proration factor to the Tenders (as defined below).

Old Bonds

⁽¹⁾ The Purchase Price will be based on the Fixed Spread for the Old Bonds, plus the yield of the specified Reference U.S. Treasury Security for the Old Bonds as of 2:00 p.m., New York City time, on Friday, February 13, 2026, as displayed on the Bloomberg Reference Page specified above. Accrued Interest will be payable in cash in addition to the Purchase Price.

Old Bonds may be tendered only in principal amounts equal to the minimum authorized denomination and integral multiples thereof, as set forth below for each series of Old Bonds (the “Minimum Denomination”). Holders who tender less than all of their Old Bonds must continue to hold Old Bonds in at least the Minimum Denomination.

Panama reserves the right, in its sole discretion, not to accept any valid orders to tender any series of Old Bonds in accordance with the terms and conditions of the Offer (“Tenders”), subject to applicable law, to increase or decrease the Purchase Price for any series of the Old Bonds, or to terminate the Offer for any reason. In the event of a termination of the Offer, the tendered Old Bonds will be returned to the tendering Holder.

If Panama accepts all or a portion of a Holder’s Tender, the Holder will be entitled to receive for such Old Bonds the applicable Purchase Price plus Accrued Interest, which will be paid on the Settlement Date (as defined below), if the conditions of the Offer are met.

The Offer commenced on Monday, February 9, 2026. Unless extended or earlier terminated in Panama’s sole discretion, the Offer will expire at 5:00 p.m., New York City time, on Friday, February 13, 2026 (the “Tender Period Expiration Time”). In the event that the Offer to purchase Old Bonds is extended or earlier terminated, the term “Tender Period Expiration Time” shall mean the time and date on which such Offer, as so extended or earlier terminated, shall expire. The settlement of the Offer is scheduled to occur on Monday, February 23, 2026 (the “Settlement Date”).

On Friday, February 13, 2026, or as soon as possible thereafter, Panama will announce (i) the aggregate principal amount of Old Bonds tendered during the Tender Period, (ii) which Old Bonds have been accepted by Panama, (iii) the Maximum Purchase Amount, (iv) the Reference Yield, the Tender Offer Yield (as defined in the Offer Document) and the Purchase Price of the Old Bonds, and (v) whether any proration of such Old Bonds has occurred.

The Tender Agent will establish accounts with respect to the Old Bonds at The Depository Trust Company (“DTC”) for purposes of the Offer. To effectively tender Old Bonds held in DTC, DTC participants should transmit their acceptance through DTC’s Automated Tender Offer Program (“ATOP”), and DTC will then edit and verify the acceptance and send an Agent’s Message to the Tender and Information Agent for its acceptance. Holders of Old Bonds held indirectly through Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”) must comply with the applicable procedures of Clearstream, or Euroclear, as applicable, in connection with a tender of Old Bonds and must submit their acceptance in sufficient time for such tenders to be made through DTC prior to the Tender Period Expiration Time. Clearstream and Euroclear are indirect participants in the DTC system. Holders should note that Clearstream and Euroclear may require that action be taken a day or more before the Tender Period Expiration Time.

You are advised to consult with the broker, dealer, bank, custodian, trust company, or other nominee through which you hold your Old Bonds as to the deadlines by which such intermediary would require receipt of instruction from you to participate in the Offer in accordance with the terms and conditions of the Offer as described in the Offer Document in order to meet the deadlines set forth in the Offer Document. The deadlines set by DTC, Euroclear, Clearstream, or any such intermediary for the submission of Old Bonds may be earlier than the relevant deadlines specified in the Offer Document. The acceptance of any Tenders forwarded to DTC from Euroclear or Clearstream after the Tender Period Expiration Time will be in the sole discretion of Panama.

The complete terms and conditions of the Offer are set forth in the Offer Document, together with any amendments or supplements thereto, which Holders are urged to read carefully before making any decision with respect to the Offer.

D.F. King & Co. Inc. is serving as the tender agent and the information agent in connection with the Offer (the “Tender and Information Agent”), and the Offer Document may be downloaded from the Tender and Information Agent’s website https://www.dfking.com/panama/ or obtained from the Tender and Information Agent at the contact below:

The dealer managers (the “Dealer Managers”) for the Offer are:

Questions regarding the Offer may be directed to and the Offer Document may be obtained from the Dealer Managers at the above contact information.

Republic of Panama
Ministerio de Economía y Finanzas
Dirección de Financiamiento Público
Vía España y Calle 52
Edificio Ogawa, Piso 4
Panama, Republic of Panama

Important Notice

This announcement is not an offer to purchase or a solicitation of an offer to sell the Old Bonds. The Offer will be made only by and pursuant to the terms of the Offer Document, as may be amended or supplemented from time to time.

The distribution of materials relating to the Offer, and the transactions contemplated by the Offer, may be restricted by law in certain jurisdictions. The Offer is made only in those jurisdictions where it is legal to do so. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions.  Each person accepting the Offer shall be deemed to have represented, warranted and agreed (in respect of itself and any person for whom it is acting) that it is not a person to whom it is unlawful to make the Offer pursuant to the Offer Document, it has not distributed or forwarded the Offer Document or any other documents or materials relating to the Offer to any such person, and that it has complied with all laws and regulations applicable to it for purposes of participating in the Offer. Neither Panama nor any Dealer Manager accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

The materials relating to the Offer do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Offer, as the case may be, shall be deemed to be made by any Dealer Manager or such affiliate in that jurisdiction. Owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as “holders.”

The Offer to Purchase, and any other documents or materials related to such offers have not been and will not be registered with the Italian Securities Exchange Commission (Commissione Nazionale per le Società e la Borsa, the “CONSOB”) pursuant to applicable Italian laws and regulations. The Tender Offer is being carried out pursuant to the exemptions provided for, with respect to the Tender Offer, in Article 101 bis, paragraph 3 bis of Legislative Decree No. 58 of 24 February 1998, as amended (the “Consolidated Financial Act”) and Article 35 bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Old Bonds that are resident and/or located in Italy can tender the Old Bonds for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Regulation (EU) 2017/1129, the Consolidated Financial Act, the CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis à vis its clients in connection with the bonds or the relevant offering.

Neither the Offer to Purchase, nor any other documents or materials relating to the Tender Offer have been approved by, or will be submitted for the approval of, the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the “CNBV”) and, therefore, the Old Bonds have not been, and may not be offered or sold publicly in Mexico. However, investors that qualify as institutional or qualified investors pursuant to the private placement exemption set forth in article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) may be contacted in connection with, and may participate in, the Tender Offer. The participation in the Tender Offer will be made under such investor’s own responsibility.

The Tender Offer is not intended for any person who is not qualified as an institutional investor, in accordance with provisions set forth in Resolution SMV No. 021-2013-SMV-01 issued by Superintendency of Capital Markets (Superintendencia del Mercado de Valores) of Peru, and as subsequently amended. No legal, financial, tax or any other kind of advice is hereby being provided.

The Offer to Purchase has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. The Tender Offer constitutes an offering of securities in Singapore pursuant to the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”).

Neither the communication of the Offer Document nor any other offer material relating to the Offer has been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”). Accordingly, the Offer Document is not being distributed to, and must not be passed on to, the general public in the United Kingdom (“UK”). The Offer Document is only being distributed to and is only directed at (i) persons who are outside the UK; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); or (iii) high net worth entities and other persons to whom it may be lawfully communicated falling within Article 49(2)(a) to (d) of the Order (all such persons falling within (i)-(iii) together being referred to as “relevant persons”). Any investment or investment activity to which the Offer Document relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the Offer Document or any of its contents.