Mexico City, May 31st, 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 fairness opinion issued on the date hereof by its financial advisor Goldman Sachs & Co. LLC (the “Financial Advisor”), considers that the price offered by Fibra Prologis in the tender offer and reciprocal suscription for up to 100% of the outstanding certificados bursátiles fiduciarios inmobiliarios of Terrafina (the “CBFIs”) that Fibra Prologis launched on May 17, 2024 (the “Tender Offer”), is fair 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 fairness 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 fairness 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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Investor Relations Contact Details
Francisco Martínez
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-partners.com