MEXICO CITY--(BUSINESS WIRE)--FIBRA Macquarie México (FIBRA Macquarie) (BMV: FIBRAMQ) announced it has increased its non-binding offer for the Irrevocable Trust Agreement number F/00939, also known as “Terrafina” (BMV: TERRA13), to an exchange ratio of 1.125x for each Terrafina CBFI, up from the prior exchange ratio of 1.05x. These exchange ratios are calculated based on Terrafina and Fibra Macquarie’s publicly disclosed Net Asset Value (“NAV”) per CBFI. Additionally, FIBRA Macquarie announced a reduction in the fee structure for the management fee 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.
Pursuant to the new fee structure, the management fee paid to the Manager would be reduced by 25 basis points per annum on market capitalization levels above US$2.0 billion. On the first $2.0 billion of market capitalization, the management fee will remain at 100 basis points per annum, and on amounts above $2.0 billion, the management fee will be 75 basis points per annum. FIBRA Macquarie prioritizes best-in-class corporate governance with a fee structure calculated based on market capitalization, the only of its kind in Mexico which, coupled with this new fee arrangement, further enhances the alignment with its certificate holders.
FIBRA Macquarie continues to believe that a combination with FIBRA Terrafina offers a unique, differentiated, and compelling value proposition to both FIBRA Macquarie and Terrafina certificate holders and is implementing these changes to further enhance its proposal and capture operating efficiencies through reduced fees.
“We remain confident that a combination of FIBRA Macquarie and Terrafina would create meaningful long term value for all stakeholders as we are able to better capitalize on the opportunities from nearshoring tailwinds,” said Simon Hanna, FIBRA Macquarie’s chief executive officer. “Given our conviction in the merits of our proposed transaction, and the efficiencies that we believe will be realized, we have increased our proposed exchange ratio and modified our management fee structure for the benefit of both FIBRAMQ and Terrafina certificate holders. We are also pleased with the continued progress in achieving the necessary milestones for the transaction and in our ongoing dialogue with our holders toward achieving the necessary approvals.”
Benefits of FIBRAMQ’s proposal include the following:
- Most accretive offer for certificate holders from a cash flow earnings perspective
- Attractive and unique re-rating potential for investors derived from a significant value creation opportunity
- An institutionalized vehicle with no control group which operates for the benefit of all investors
- Large combined publicly traded float significantly enhancing the combined entity’s trading liquidity profile
- Significant embedded value creation opportunities by leveraging the internal operating and development capabilities of FIBRAMQ
- Strong synergy potential to create value and upside for investors
FIBRAMQ believes that the proposed transaction is compelling for both FIBRAMQ and Terrafina certificate holders, and has the potential to create meaningful value over time. As such, it continues to dedicate all the necessary time and resources moving forward in completing relevant milestones, such as convening a shareholder assembly meeting and securing regulatory approvals in the short term.
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 the exemption 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.