Erratum: Within the section (y) describing the provisions the tender offer statement shall include, an adjustment was made to clarify the period of time that the tender offer’s expiration date can be extended if another public tender is launched while the existing offer still stands. It was specified that the offer will remain open for at least 10 business days after such events.
Mexico City, March 8th, 2024 – Terrafina (”TERRA”) (BMV: TERRA13), a leading Mexican industrial real estate investment trust (“FIBRA”), externally advised by PGIM Real Estate and dedicated to the acquisition, development, lease and management of industrial real estate properties in Mexico, announced today that, during a meeting held yesterday, March 7th, 2024, its Technical Committee, after having received from six different parties (including Fibra Prologis, each, a “Potential Offeror”)an unsolicited request for authorization pursuant to clause 3.7 of its Trust Agreement to acquire, if they so decide, more than 10% of the outstanding certificates (“CBFIs”) of Terrafina through a public tender offer for up to 100% of such CBFIs, and after deliberation and consultation with Terrafina’s advisors, it resolved that:
To protect the interest of all CBFI holders of Terrafina and to provide them with the opportunity to receive, analyze and consider all expressions of interest received by the Technical Committee, resolved to authorize (subject to any other governmental or other authorizations or consents that may be required) the request from all Potential Offerors, pursuant to clause 3.7 of the Terrafina Trust Agreement, so that each of them may, if they so decide, acquire more than 10% of the outstanding CBFIs, either directly or indirectly through one or more affiliates, subject to the satisfaction of the same terms and conditions, which are summarized below:
- The acquisition must be made through a public tender in Mexico, launched no later than four calendar months after the date of the Technical Committee’s resolution, for no less than 100% of the outstanding CBFIs, and such public tender may only be consummated if the Potential Offeror acquires no less than the majority of all outstanding CBFIs;
- The offered price (either in cash or in kind, or any combination thereof) must be the same for all certificate holders;
- No premium or surcharge in addition to the offering price shall be paid, neither directly or indirectly, to any certificate holder; and
- The tender offer statement (folleto informativo) shall include the following provisions:
- if during the term of the public tender, either (a) another public tender in Mexico for the acquisition of the CBFIs is launched, or (b) any other party is authorized by the Technical Committee to launch such a public tender for not less than 100% of the outstanding CBFIs, then (y) the expiration date of the tender shall be extended, as it may be necessary, so that it remains open for at least 10 business days after such events; and (z) any certificate holder that has already tender its CBFIs shall have the right to withdraw, in whole or in part, such tendered CBFIs; and,
- the Potential Offeror’s general plans for Terrafina after consummation of its Tender Offer, including any plans to de-list the issuer in which case, it must assume the obligation to do so in compliance with all statutory and regulatory provisions applicable to the de-listing of a Mexican Sociedad Anónima Bursátil, including launching a de-listing tender offer and the constitution of a de-listing trust (fideicomiso), with a minimum term of six months after the de-listing, which may acquire the CBFIs not purchased during the offering.
The Technical Committee further resolved to authorize the management Subsidiary to continue working diligently, as it has done so far, with all Potential Offerors in conducting confirmatory due diligence and preparing the requests before governmental authorities, as necessary.
Finally, the Technical Committee instructed the Subsidiary to call, when it deems appropriate, an informational holder’s meeting in order to make available to the holders all existing information regarding the various strategic alternatives that the Technical Committee has analyzed, including information then made available by each of the Potential Offerors and information regarding the recently announced potential internalization of Terrafina’s management, among others.
Francisco Martinez
Investor Relations Officer
Tel: +52 (55) 5279-8107
E-mail: francisco.martinez@terrafina.mx
Marimar Torreblanca
Miranda IR
Tel: +52 (55) 5282-2992
E-mail: marimar.torreblanca@miranda-newswire.com
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