TERRAFINA ANNOUNCES THE OPINION OF ITS TECHNICAL COMMITTEE WITH RESPECT TO THE TENDER OFFER OF CERTIFICATES IDENTIFIED WITH THE TICKER CODE “TERRA13” LAUNCHED BY FIBRA MACQUARIE

Mexico City, July 19th, 2024 – Terrafina (“TERRA”) (BMV: TERRA13), a leading Mexican industrial real estate investment trust, externally advised by PGIM Real Estate and dedicated to the acquisition, development, lease, and management of industrial real estate properties in Mexico, announces that its Technical Committee, having, among other factors, heard the Practices Committee and taken into consideration the inadequacy opinion issued on the date hereof by its financial advisor Goldman Sachs & Co. LLC (the “Financial Advisor”), considers that the price offered by CIBanco, S.A., Institución de Banca Múltiple (formerly Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria), acting solely and exclusively as trustee of irrevocable Trust Agreement F/1622 (“Fibra Macquarie”) in the tender offer and reciprocal suscription for up to 100% of the outstanding certificados bursátiles fiduciarios inmobiliarios of Terrafina (the “CBFIs”) pursuant to the offer notice (aviso de oferta pública) released by Fibra Macquarie on July 8, 2024 (the “Tender Offer”), is inadequate from a financial point of view for the holders of the CBFIs.

The Technical Committee of Terrafina resolved to remain neutral and make no recommendation whatsoever to the holders of the CBFIs with respect to the Tender Offer, leaving to the discretion of each holder of CBFIs the decision to participate in the Tender Offer, in any amendment thereto or in any other strategic alternative available now or in the near future to the holders of the CBFIs.

Currently, other than the Chairman of our Technical Committee and the Chairman of our Practices Committee, the members of our Technical Committee do not own CBFIs issued by Terrafina. The Chariman of our Technical Committee, our Chief Financial Officer and our Investors Relations Officer have the right to receive CBFIs in the near future in accordance with the compensation plan approved by our Holders Meeting. The Chairman of our Technical Committee, the Chairman of our Practices Committee, our Chief Financial Officer and our Investors Relations Officer expressed that, for the time being, they do not intend to participate in the Tender Offer or in any other of the strategic alternatives that that they are currently aware of.

The complete inadequacy opinion of the Financial Advisor is attached hereto, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, together with a summary of the material financial analyses submitted by the Financial Advisor to the Technical Committee in connection with the issuance of such opinion, in each case, together with a Spanish translation thereof. The attached summary does not purport to be a complete description of the analyses performed by the Financial Advisor in connection with its inadequacy opinion and is qualified in its entirety by reference to the written opinion.

This relevant event (evento relevante) does not constitute legal, tax, investment or other advice or an offer or a solicitation of an offer to subscribe or purchase securities.

 

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About Terrafina
Terrafina (BMV:TERRA13) is a Mexican real estate investment trust formed primarily to acquire, develop, lease and manage industrial real estate properties in Mexico. Terrafina’s portfolio consists of attractive, strategically located warehouses and other light manufacturing properties throughout the Central, Bajío and Northern regions of Mexico. It is internally managed by highly qualified industry specialists and externally advised by PGIM Real Estate.
Terrafina owns 292 real estate properties, including 288 developed industrial facilities with a collective GLA of approximately 42.2 million square feet and four land reserve parcels, designed to preserve the organic growth capability of the portfolio. Terrafina’s objective is to provide attractive risk-adjusted returns for the holders of its certificates through stable distributions and capital appreciations. Terrafina aims to achieve this objective through a successful performance of its industrial real estate and complementary properties, strategic acquisitions, access to a high level of institutional support, and an effective management and corporate governance structure. For more information, please visit www.terrafina.mx/en
 
About PGIM Real Estate
With $206 billion in gross assets under management and administration ($179 billion net)1, PGIM Real Estate provides investors and borrowers access to a range of real estate equity, real estate debt, agriculture, and impact solutions across the risk-return spectrum.
PGIM Real Estate is a business of PGIM, the global asset management business of Prudential Financial, Inc. (NYSE: PRU). PGIM Real Estate’s risk management approach, execution capabilities and industry insights are backed by a 50-year legacy of investing in commercial real estate, a 140-year history of real estate financing2, and the local experience of professionals in 35 cities globally. Through its investment, financing, asset management, and talent management approach, PGIM Real Estate engages in practices that strive to ignite positive environmental and social impact, while pursuing activities that seek to strengthen communities around the world. For more information visit pgim.com/real-estate/.
1 As of March 31, 2024; AUA is $47 billion; $179 billion AUM.
2 Includes legacy lending through PGIM’s parent company, PFI.
 
About PGIM
PGIM is the global asset management business of Prudential Financial, Inc. (NYSE: PRU), a leading global investment manager with more than $1.34 trillion in assets under management as of March 31, 2023. With offices in 19 countries, PGIM’s businesses offer a range of investment solutions for retail and institutional investors around the world across a broad range of asset classes, including public fixed income, private fixed income, fundamental equity, quantitative equity, real estate, and alternatives.
Prudential Financial, Inc. (PFI) of the United States is not affiliated in any manner with Prudential plc, incorporated in the United Kingdom or with Prudential Assurance Company, a subsidiary of M&G plc, incorporated in the United Kingdom. For more information, please visit news.prudential.com
 
Forward Looking Statements
This document may include forward-looking statements that may imply risks and uncertainties. Terms such as “estimate”, “project”, “plan”, “believe”, “expect”, “anticipate”, “intend”, and other similar expressions could be construed as previsions or estimates. Terrafina warns readers that declarations and estimates mentioned in this document, or realized by Terrafina’s management imply risks and uncertainties that could change in function of various factors that are out of Terrafina’s control. Future expectations reflect Terrafina’s judgment at the date of this document. Terrafina reserves the right or obligation to update the information contained in this document or derived from this document. Past or present performance is not an indicator to anticipate future performance.

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