► Higher exchange ratio of 1.185x, driven by lower market
cap-based management fees, subject to completion of the acquisition
of Terrafina
FIBRA Macquarie México (FIBRA Macquarie) (BMV: FIBRAMQ) today
announced it has increased its exchange ratio under its tender and
exchange offer (the “Offer”) for up to 100% of the certificados
bursátiles fiduciarios inmobiliarios (“CBFIs”) of Irrevocable Trust
Agreement number F/00939, also known as “Terrafina” (BMV: TERRA13).
FIBRAMQ is pleased to present an increased exchange ratio of 1.185x
FIBRAMQ CBFIs for each Terrafina CBFI, up from the prior exchange
ratio of 1.125x. Additionally, FIBRA Macquarie announced a further
reduction in the management fees paid to its Manager, subject to
the completion of an acquisition of FIBRA Terrafina, or any other
merger with, or acquisition of, a listed FIBRA or other company by
FIBRA Macquarie in the future.
“We remain confident that this revised exchange ratio positions
FIBRA Macquarie with the superior offer in the market that provides
a highly competitive tender price, earnings accretion, attractive
upside and long-term value creation and growth potential for all
stakeholders,” said Simon Hanna, FIBRA Macquarie’s chief executive
officer. “Given our conviction in the merits of our proposed
transaction, we have increased our exchange ratio. With this
update, FIBRA Macquarie is able to drive incremental synergies from
the base management fee reduction that translate into a revised
exchange ratio.”
FIBRA Macquarie continues to believe that a combination with
FIBRA Terrafina offers an attractive, differentiated, and
compelling value proposition to both FIBRA Macquarie and Terrafina
certificate holders and is implementing these changes to further
enhance its proposal.
Benefits of FIBRAMQ’s proposal include the following:
- FIBRAMQ’s implied offer price, considering market closing
prices as of July 19, 2024, is equivalent to Ps. 39.05, resulting
in FIBRA Macquarie having a higher implied offer price than other
active tender offers providing consideration in CBFIs;
- The only offer to provide AFFO per certificate accretion to
Terrafina investors on a pre-synergy basis, distinct from other
active tender offers which would result in meaningful AFFO per
certificate dilution;
- Superior investor-aligned management fees;
- FIBRAMQ is an institutionalized vehicle with no sponsor control
group;
- The combined vehicle is expected to benefit from a larger
publicly traded float, enhancing trading liquidity; and
- Significant embedded value creation opportunities by leveraging
the internal operating and development capabilities of
FIBRAMQ.
FIBRA Macquarie reminds Terrafina investors that, pursuant to
the offering documents for FIBRA Prologis’ offer, any certificate
holder who has already tendered its Terrafina CBFIs in connection
with FIBRA Prologis’ offer has the right to withdraw such tendered
Terrafina CBFIs in the event a third party makes a competing offer
being presented with better terms or other relevant amendments to
FIBRA Prologis’ offer. Any withdrawal can be made by a holder that
had already tendered its certificates by instructing their broker
dealer or custodian to make such withdrawal prior to the expiration
of such FIBRA Prologis’ tender offer.
Conditional Management Fee Update
Following the closing of the acquisition of FIBRA Terrafina, or
any other merger with, or acquisition of, a listed FIBRA or other
company by FIBRA Macquarie in the future, the management fee paid
to the Manager would be 75 basis points per annum on market
capitalization, a 25% reduction on the existing management fee.
FIBRA Macquarie prioritizes best-in-class corporate governance with
a fee structure calculated based on market capitalization, the only
FIBRA of its kind to do so in Mexico.
Updated Tender and Exchange Offer for Terrafina CBFIs
FIBRAMQ is updating its tender and exchange offer for up to 100%
of the outstanding Terrafina CBFIs, at an exchange ratio of 1.185x
FIBRAMQ CBFIs for each Terrafina CBFI, through the subscription and
reciprocal delivery of up to 915,389,695 outstanding CBFIs issued
by FIBRA Macquarie with ticker symbol “FIBRAMQ12” (the “Exchange
CBFIs”), which, assuming 100% acceptance of the Offer, represent
approximately 115% of the FIBRAMQ CBFIs that are currently
outstanding.
Key
Terms
Exchange Ratio:
1.185x FIBRA Macquarie CBFIs for each
Terrafina CBFI
Offer Expiration Date:
August 12, 2024, unless the Offer
Expiration Date is extended pursuant to the terms of the tender and
exchange offer prospectus.
Main Conditions:
Minimum Participation
Holders of Terrafina CBFIs representing at
least 50% plus one of Terrafina CBFIs validly participate in the
Offer and have not withdrawn their acceptances on or before the
Offer Expiration Date.
Other Approvals &
Authorizations
All approvals and authorizations from any
governmental authority required in connection with the offer shall
have been obtained, including, but not limited to, the
authorization by the Anti-Trust Commission (“Comisión Federal de
Competencia Económica” or “COFECE”) and other authorizations that
may be required by any other authority.
The full set of terms and conditions of the tender and exchange
offer are set forth in the Prospecto y Folleto Informativo filed
before the Mexican Banking and Securities Commission (“Comisión
Nacional Bancaria y de Valores” or “CNBV”).
About FIBRA Macquarie
FIBRA Macquarie México (FIBRA Macquarie) (BMV:FIBRAMQ), is a
real estate investment trust (fideicomiso de inversión en bienes
raíces), or FIBRA, listed on the Mexican Stock Exchange (Bolsa
Mexicana de Valores) targeting industrial, retail and office real
estate opportunities in Mexico, with a primary focus on stabilized
income-producing properties. FIBRA Macquarie’s portfolio consists
of 239 industrial properties and 17 retail properties, located in
20 cities across 16 Mexican states as of March 31, 2024. Nine of
the retail properties are held through a 50/50 joint venture. For
additional information about FIBRA Macquarie, please visit
www.fibramacquarie.com.
Cautionary Note Regarding Forward-looking Statements
This release may contain forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. We caution you that a number of important factors
could cause actual results to differ significantly from these
forward-looking statements and we undertake no obligation to update
any forward-looking statements.
Other than Macquarie Bank Limited ABN 46 008 583 542 (“Macquarie
Bank”), any Macquarie Group entity noted in this document is not an
authorized deposit-taking institution for the purposes of the
Banking Act 1959 (Commonwealth of Australia). The obligations of
these other Macquarie Group entities do not represent deposits or
liabilities of Macquarie Bank. Macquarie Bank does not guarantee or
otherwise provide assurance in respect to the obligations of these
other Macquarie Group entities. In addition, if this document
relates to an investment (a) the investor is subject to investment
risk including possible delays in repayment and loss of income and
principal invested, and (b) none of Macquarie Bank or any other
Macquarie Group entity guarantees any particular rate of return on
or the performance of the investment, nor do they guarantee
repayment of capital in respect to the investment.
Important Notice
No offering or any related document has been or will be filed
with or reviewed by any federal or state securities commission or
regulatory authority of any country, other than Mexico. No
authority has passed upon the accuracy or adequacy of the offering
or any related documents, and it is unlawful and may be a criminal
offense to make any representation to the contrary. Any FIBRA
Macquarie tender and exchange offer will be made in reliance on
exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the “Securities Act”).
Any FIBRA Macquarie tender and exchange offer will be made, and
the FIBRAMQ CBFIs will be offered and issued, only (a) in the
United States to holders of Terrafina CBFIs who are “qualified
institutional buyers” (as defined in Rule 144A under the Securities
Act) in reliance upon certain exemptions from the registration
requirements of the Securities Act, and (b) outside the United
States to holders of Terrafina CBFIs who are persons other than
“U.S. persons” (as defined in Rule 902 under the Securities Act) in
reliance upon Regulation S under the Securities Act.
This release does not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
The FIBRAMQ CBFIs will not be registered under the Securities Act
or the securities laws of any state and may not be offered or sold
in the United States absent registration or an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.
The FIBRAMQ CBFIs are not intended to be offered, sold or
otherwise made available to, and should not be offered, sold or
otherwise made available to, any persons in member states of the
European Economic Area except (i) to persons who are qualified
investors for the purposes of Regulation (EU) 2017/1129, as amended
(the “EU Prospectus Regulation”), or (ii) in any other
circumstances falling within Article 1(4) of the EU Prospectus
Regulation; provided that, no such offer of securities shall
require FIBRAMQ to publish a prospectus pursuant to Article 3 of
the EU Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the EU Prospectus Regulation.
The FIBRAMQ CBFIs are not intended to be offered, sold or
otherwise made available to, and should not be offered, sold or
otherwise made available to, any persons in the United Kingdom (the
“UK”) except (i) to persons who are qualified investors for the
purposes of the Regulation (EU) 2017/1129 of the European
Parliament and of the Council of June 14, 2017 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 (the “UK Prospectus Regulation”) or (ii) in any other
circumstances falling within Article 1(4) of the UK Prospectus
Regulation; provided that, no such offer of securities shall
require FIBRAMQ to publish a prospectus pursuant to Section 85 of
the Financial Services and Markets Act 2000 or supplement a
prospectus pursuant to Article 23 of the UK Prospectus
Regulation.
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Investor relations: Contact: Nikki Sacks Tel: +52 (55) 9178 7751
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