tm2224168-1_sctot_DIV_07-exhaiii - none

EXHIBIT (a)(iii)

Letter of Transmittal to Tender American Depositary Shares (ADSs)

THE U.S. OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 4, 2022, UNLESS THE U.S. OFFER IS EXTENDED OR EARLIER TERMINATED.

If you hold ADSs through a broker, dealer, commercial bank, trust company, nominee or other securities intermediary in The Depositary Trust Company (“DTC”) system, you should promptly contact your broker or other securities intermediary and request that the securities intermediary tender your ADSs on your behalf through DTC. In order for a book-entry transfer to constitute valid tender of your ADSs into the U.S. Offer, the ADSs must be tendered by your securities intermediary PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 4, 2022 (“Expiration Date”). Further, before 5:00 P.M., New York City time, on the Expiration Date, the Tender Agent must receive (i) a confirmation of such tender of your ADSs and (ii) an Agent’s Message.

Please be sure to carefully read this ADS Letter of Transmittal (this “ADS Letter of Transmittal”) and the accompanying instructions, together with the U.S. Offer to Purchase, dated October 6, 2022 (the “U.S. Offer to Purchase”).

This Letter of Transmittal is to be used by shareholders if the ADSs are to be forwarded herewith or if ADSs are held in book-entry form on the records of the Depositary.

Holders of ADSs whose certificates for such ADSs (the “ADS Certificates”) are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Tender Agent prior to the Expiration Date (as defined in the U.S. Offer to Purchase), must tender their ADSs according to the guaranteed delivery procedure set forth in “The U.S. Offer — Guaranteed Delivery” of the U.S. Offer to Purchase.

In order to participate in the U.S. Offer you must indicate below if you wish to tender all or some of your ADSs. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the U.S. Offer to Purchase.

Citibank, N.A. (the “Tender Agent”) has been advised of an U.S. Offer to Purchase your ADSs for cash. Edificio del Noroeste, S.A. de C.V., a private corporation (sociedad anónima de capital variable) organized under the laws of the United Mexican States (“Purchaser”) and owned and controlled by the members of the Robinson Bours Family, is making an all cash tender offer to purchase (the “U.S. Offer”), any and all issued and outstanding (i) Series B shares, without par value (the “Series B Shares”) of Industrias Bachoco, S.A.B. de C.V., a publicly-held corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico (the “Company”), held by U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended, which defines a U.S. holder as “any security holder resident in the United States”) and (ii) American Depositary Shares (each of which represents twelve Series B Shares) of the Company (the “ADSs,” and together with the Series B Shares, the “Shares”) from all holders, wherever located, in each case other than any Series B Shares or ADSs owned directly or indirectly by the Robinson Bours Family and/or its affiliates, for Ps.81.66 in cash per Series B Share and Ps. 979.92 in cash per ADS (together, the “U.S. Offer Price”), without interest and less (i) any applicable brokerage fees and commissions, (ii) any applicable foreign exchange conversion expenses with respect to the conversion of Mexican pesos to U.S. dollars, and (iii) applicable withholding taxes, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, and in this ADS Letter of Transmittal, as applicable. The ADS were issued under a facility created pursuant to the deposit agreement (the “Deposit Agreement”), by and among the Company, The Bank of New York Mellon (the “Depositary”), and all holders from time to time of American depositary receipts evidencing ADSs (“ADRs”) issued thereunder. The U.S. Offer Price for the ADSs accepted for payment pursuant to the U.S. Offer will be paid to holders of ADSs in U.S. dollars and will be distributed, less the amount of any fees, expenses and withholding taxes that may be applicable (including expenses related to the foreign exchange conversion), to such holders. Purchaser has appointed Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex to effect the conversion of the amounts payable to holders of ADSs pursuant to the U.S. Offer from Mexican pesos into U.S. dollars (as described in the U.S. Offer to Purchase). In addition, Purchaser is

making a concurrent all cash tender offer directed to holders of Series B Shares, but not holders of ADSs (the “Mexican Offer”). Non-U.S. holders will not be permitted to tender their Series B Shares in the U.S. Offer. ADSs (whether or not held by U.S. holders) may only be tendered in the U.S. Offer. The price offered for Series B Shares in the Mexican Offer is the same on a per Series B Share basis as the U.S. Offer Price, payable in Mexican pesos under the terms described in the offering documents relating to the Mexican Offer.

ACCOUNT #

CERT SHARES

BOOK SHARES

TOTAL SHARES

SSUE #

FOR OFFICE USE ONLY Approved

W-9 Completed

Box 1 — DESCRIPTION OF ADSs TENDERED

Account Registration
(Please Fill in, if blank)
Please make any address correction below

ADS Certificate(s) Tendered
(Please attach additional signed list, if necessary)

□

indicates permanent address change

Certificate
Number(s) and/or
indicate Book-
Entry

Total Number of
Shares
Represented
by Certificate(s)

Number
of Shares
Tendered(1)(2)

Total Shares Tendered

(1)

If shares are held in Book-Entry form, you must indicate the number of shares you are tendering. Otherwise, all Shares represented by Book-Entry delivered to the Depositary Agent will be deemed to have been tendered. By signing and submitting this Letter of Transmittal you warrant that these ADSs will not be sold, including through limit order request, unless properly withdrawn from the Offer. See Instruction 4.

(2)

If you wish to tender fewer than all ADSs represented by any certificate listed above, please indicate in this column the number of shares you wish to tender. Otherwise, all ADSs represented by ADS Certificates delivered to the Tender Agent will be deemed to have been tendered.

(3)

If your Share Certificate(s) have been lost or mutilated. See Instruction 4.

The names and addresses of the registered holders of the tendered ADSs should be printed, if not already printed above, exactly as they appear on the ADS Certificates (as defined below) tendered hereby.

Instructions for Completing this ADS Letter of Transmittal and tendering your ADSs

Delivery of ADS Letter of Transmittal: This ADS Letter of Transmittal should be mailed or delivered to the Tender Agent for the U.S. Offer. The method of delivery to the Tender Agent at one of the addresses listed below is at the option and sole risk of the tendering shareholder, and delivery will be considered made only when the Tender Agent actually received the ADS Letter of Transmittal and all other required documents (including, in the case of a book-entry transfer, receipt of an Agent’s Message). Overnight courier is recommended. If delivery is by mail, registered mail with return receipt requested, properly insured, is encouraged and strongly recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the Expiration Date.

Authorization and Registration: The signer(s) will, upon request, execute and deliver any additional documents reasonably deemed by the Tender Agent to be appropriate or necessary to complete the tender. The signer(s) hereby irrevocably appoints the Tender Agent to effect the tender. All authority conferred or agreed to be conferred in this form shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the signer(s) and shall not be affected by, and shall survive, the death and incapacity of the signer(s). The signer(s) understands that tender will not be deemed to have been made in acceptable form until receipt by the Tender Agent of this ADS Letter of Transmittal or a facsimile hereof, duly completed and manually signed and all accompanying evidence of authority. The signer(s) agrees that all questions as to validity, form and eligibility of any tender of ADSs hereunder will be determined by Purchaser and that such determination will be final and binding. The signer(s) acknowledges that until Purchaser accepts the tendered ADSs, the signer(s) will not receive any cash in exchange for the ADSs. The signer(s) further agrees that no interest will accrue on the cash payment.

U.S. Federal Backup Withholding. Under U.S. federal income tax law, the Tender Agent or other payors may be required to withhold 24% of the amount of any payment made to certain shareholders (or other payees) pursuant to the Offer, as applicable. To avoid backup withholding, each tendering shareholder (or other payee) that is a United States person for U.S. federal income tax purposes and that does not otherwise establish an exemption from backup withholding should complete and return the Internal Revenue Service (“IRS”) Form W-9.

Certain shareholders and other payees (including, among others, corporations, non-resident alien individuals and non-U.S. entities) are not subject to these backup withholding and reporting requirements. Exempt United States persons should indicate their exempt status on IRS Form W-9. A tendering shareholder (or other payee) who is a non-resident alien individual or a non-U.S. entity may be required to provide the appropriate IRS Form W-8. Tendering shareholders (or other payees) should consult their tax advisors as to any qualification for exemption from backup withholding, and the procedure for obtaining the exemption.

NOTE: FAILURE TO COMPLETE AND RETURN THE INTERNAL REVENUE SERVICE FORM W-9 (OR APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8, AS APPLICABLE) MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.

If you or someone acting on your behalf executes this Letter of Transmittal, you will be deemed to represent, warrant and agree with us, subject to and effective upon acceptance of your ADSs, that:

•

you sell, assign and transfer to, or upon the order of, Purchaser all right, title and interest in and to all the ADSs (and the Series B Shares represented thereby) tendered (and any and all other securities issued or issuable in respect thereof) and all dividends, distributions and rights declared, paid or distributed in respect of such ADSs (and the Series B Shares represented thereby) on or after the Acceptance Date;

•

you irrevocably appoint the Tender Agent your true and lawful agent and attorney-in-fact, with full knowledge that the Tender Agent is also acting as the agent of Purchaser in connection with the U.S. Offer, with respect to such ADSs (and the Series B Shares represented thereby), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest):

•

to have the ADRs delivered to the Tender Agent at DTC, together, in any such case, with all accompanying evidences of transfer and authenticity to the Tender Agent or upon the order of the Tender Agent, in each case acting upon the instructions of Purchaser; and

•

to receive all benefits and otherwise exercise all rights of beneficial ownership of such ADSs, the underlying Series B Shares (and all such other securities), all in accordance with the terms and conditions of the U.S. Offer.

•

you shall have no further rights with respect to the tendered ADSs (including the underlying Series B Shares), except that you shall have a right to receive from Purchaser the U.S. Offer Price in accordance with the terms and conditions of the U.S. Offer;

•

you have full power and authority to accept the U.S. Offer and to sell, assign and transfer the ADS (including the underlying Series B Shares and any and all other securities or rights issued or issuable in respect of the ADSs) and that when the ADSs are accepted for purchase by Purchaser, Purchaser will acquire good title thereto, free from all liens, charges, equities, encumbrances, and other interests and together with all rights now or hereinafter attaching thereto, including, without limitation, voting rights and the right to receive all amounts payable to a holder thereof in respect of distributions, if any, declared, made or paid after the Acceptance Date with respect to the ADSs in respect of which the U.S. Offer is accepted or deemed to be accepted;

•

you will, upon request, execute and deliver any additional documents deemed by the Tender Agent or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the ADSs (including the underlying Series B Shares) tendered, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof;

•

all authority conferred or agreed to be conferred by you shall survive your death or incapacity, and your obligations shall be binding upon your heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns;

•

you acknowledge that you have received and read the Schedule TO and the Schedule 13E-3 filed relating to the U.S. Offer and its exhibits, including the U.S. Offer to Purchase and the accompanying ADS Letter of Transmittal and its instructions. A copy of the U.S. Offer to Purchase may be obtained at no cost by visiting the website of the SEC at www.sec.gov or by contacting the Information Agent at the telephone number provided herein. You agree to be bound by the terms of the U.S. Offer, as described in the U.S. Offer to Purchase and the ADS Letter of Transmittal, and that Purchaser may enforce the ADS Letter of Transmittal against you;

•

you understand and agree that (i) acceptance of ADSs by Purchaser for payment will constitute a binding agreement between you and Purchaser on the terms and subject to the conditions of the U.S. Offer and (ii) no interest will be paid on the U.S. Offer Price for the tendered ADSs;

•

you understand and agree that delivery of this ADS Letter of Transmittal, ADRs and any other required documents to the Tender Agent will be deemed (without any further action by the Tender Agent or tendering ADS holder) to constitute an acceptance of the U.S. Offer with respect to the Shares represented by the ADSs evidenced by such ADRs subject to the terms and the conditions set out in the Deposit Agreement; and

•

irrevocably acknowledge that (i) payment by Purchaser for the Shares represented by the undersigned’s ADSs shall constitute payment for such ADSs and (ii) none of the undersigned, the Tender Agent or any other person shall be entitled to receive any other consideration under the Offer in connection with the tender or delivery of such ADSs.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms of any such extension or amendment), and the satisfaction or waiver of all the Offer Conditions discussed in “The U.S. Offer — Section 11. Conditions to the U.S. Offer” of the Offer (if waivable), and subject to, and effective upon, acceptance for payment of the Shares represented by the ADSs evidenced by the ADRs tendered herewith, in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of Purchaser all right, title and interest in and to all Shares represented by the ADSs evidenced by the ADRs that are being tendered hereby and all dividends,

INSTRUCTIONS FOR COMPLETING THE ADS LETTER OF TRANSMITTAL

Sign and date this ADS Letter of Transmittal in Box 2. After completing all other applicable sections, return this ADS Letter of Transmittal and your original ADR certificates in the enclosed envelope to the Tender Agent. The method of delivery of any documents, including ADR certificates, is at the election and risk of the tendering ADS holder. If documents are sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested.

All registered shareholders must sign as indicated in Box 2. If you are signing on behalf of a registered shareholder or entity your signature must include your legal capacity. Your guarantor (bank/broker) will require proof of your authority to act. Consult your guarantor for their specific requirements. You or your guarantor may access the securities transfer association (STA) recommended requirements on-line at WWW.STAI.ORG.

If you want your check for cash to be issued in another name, fill in Box 3. Signature(s) in Box 2 must be guaranteed by a Medallion Guarantee (see The U.S. Offer — Section 3 — “Procedures for Tendering into the U.S. Offer”).

Complete Box 4 only if your check for cash is to be delivered to a person other than the registered holder or to the registered holder at a different address.

Mutilated, Lost, Stolen or Destroyed Certificates. If any ADR certificate has been mutilated, lost, stolen or destroyed, the ADS holder should promptly call Bank of New York Mellon at The Bank of New York Mellon, Depositary Receipts Division, 240 Greenwich Street, 8th Floor, New York, New York 10286, telephone number: +1 (212) 815-2231 (toll free) or +1 (212) 815-2783, email address: drsettlements@bnymellon.com. The ADS holder will then be instructed by Bank of New York Mellon as to the steps that must be taken to replace the ADR certificate. This ADS Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.

If you are in any doubt about the procedure for tendering ADSs into the U.S. Offer, please contact the Information Agent.

Do NOT send any ADRs evidencing ADSs, the ADS Letter of Transmittal or any related documents
to Purchaser, the Information Agent or the ADR Depositary.

DELIVERY OF THE ADRs EVIDENCING ADSs, THE ADS LETTER OF TRANSMITTAL OR ANY OTHER REQUIRED DOCUMENTS TO PURCHASER, THE ADR DEPOSITARY OR THE
INFORMATION AGENT DOES NOT CONSTITUTE A VALID TENDER.

Return this completed and signed ADS Letter of Transmittal and any other required documents to Citibank, N.A., the Tender Agent, at one of the addresses below. Overnight courier is recommended.

The Tender Agent for the U.S. Offer (solely with respect to the ADSs) is:

Citibank, N.A.

By mail courier:

Citibank, N.A.
P.O. Box 219287
Kansas City, MO 64121-9287
Ref: Bachoco Tender

By overnight mail courier:

Citibank, N.A.
430 W 7th Street, Suite 219287
Kansas City, MO 64105-1407
Ref: Bachoco Tender

		IMPORTANT ADS HOLDER: SIGN HERE
		(Signature(s) of Owner(s))
		Name(s)

		Capacity (Full Title) (See Instructions)
		Address


		(Include Zip Code)

		(Must be signed by the registered holder(s) exactly as name(s) appear(s) on ADS certificate(s) or on a security position listing or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title)
		GUARANTEE OF SIGNATURE(S) (If required — See Instructions 1)
		APPLY MEDALLION GUARANTEE STAMP BELOW

		Box 3 — SPECIAL PAYMENT INSTRUCTIONS
		(See Instruction 2)
		To be completed ONLY if the check for payment is to be issued in the name of someone other than the registered holder.
		Issue To:
		Name (Please Print)
		Address (Include Zip Code)
		(recipient must complete the enclosed form w-9 (or appropriate internal revenue service form w-8, as applicable))

		Box 4 — SPECIAL DELIVERY INSTRUCTIONS
		(See Instruction 3)
		To be completed ONLY if the check is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under “Description of ADSs Tendered.”
		Mail To:
		Name (Please Print)
		Address (Include Zip Code)