(Sempra, 12.Aug.2021) — Sempra (NYSE: SRE) (BMV: SRE) announced that it has launched a tender offer to purchase for cash the 3.6% of the outstanding shares of IEnova (Infraestructura Energética Nova, S.A.B de C.V.) that are not owned by Sempra. This cash tender offer follows Sempra’s completed exchange offer for IEnova’s then publicly held shares, which closed on 28 May 2021, and increased Sempra’s ownership of IEnova’s shares from 70.2% to 96.4%. As a result of the exchange offer, Sempra’s common stock is now listed on both the New York Stock Exchange and the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B de C.V.) (the “BMV”), and IEnova’s shareholders have approved the delisting of IEnova’s shares from the BMV following completion of the cash tender offer launched today.
In the cash tender offer, Sempra is offering to purchase each outstanding IEnova share it does not own, totaling 52,227,526 shares, for 78.97 Mexican pesos per share. The price per share is calculated in accordance with Mexican law and equals the volume-weighted average price at which the IEnova shares have traded during the 30-trading day period ending on the day immediately preceding today’s launch of the cash tender offer. If all publicly held IEnova shares are validly tendered into and not withdrawn from the cash tender offer, the aggregate purchase price for all such shares would be 4,124mn Mexican pesos.
The cash tender offer is being made pursuant to an Offering Memorandum, dated 12 Aug. 2021, which sets forth the full terms and conditions of the cash tender offer.
The cash tender offer is expected to expire at 3 p.m. ET (New York City Time) or 2 p.m. CT (Mexico City Time) on 10 Sept. 2021, unless the offer period is extended as described in the Offering Memorandum. Any validly tendered IEnova shares may be withdrawn from the cash tender offer on or prior to 3 p.m. ET (New York City Time) or 2 p.m. CT (Mexico City Time) on the second business day prior to the expiration of the offer period, which will be 8 Sept. 2021, unless the offer period is extended. The settlement of the purchase and sale of all validly tendered (and not withdrawn) IEnova shares is expected to occur four business days after the expiration of the offer period, which will be 17 Sept. 2021, unless the offer period is extended. The cash tender offer is subject to the satisfaction or waiver of certain conditions as described in the Offering Memorandum, but is not conditioned on any minimum number of IEnova shares being tendered.
In accordance with Mexican law, in the event the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) (the “CNBV”) and the BMV approve the delisting of the IEnova shares from the BMV after completion of the cash tender offer, Sempra will maintain a trust, for at least six months after the delisting of the IEnova shares, with sufficient funds to acquire any publicly held IEnova shares not acquired in the cash tender offer for the purpose of purchasing such remaining publicly held IEnova shares at the same price per share that is being offered in the cash tender offer.
The Offering Memorandum for the cash tender offer is available free of charge at the CNBV’s website at www.gob.mx/cnbv, and at Sempra’s website at sempra.com/ienovaoffer. The Offering Memorandum may also be obtained free of charge by directing a written request to Sempra, Attn: Investor Relations, at 488 8th Avenue, San Diego, California 92101. Questions about the cash tender offer may be directed to any of the following representatives of Casa de Bolsa BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, which is acting as the information agent and intermediary in the cash tender offer: Arturo Medina, +52 55 1807 4850, josearturo.medina@bbva.com; or Carlos Pacheco, +52 55 5057 6633, carlosjavier.pacheco@bbva.com, or questions may be directed to the following Sempra contacts: Nelly Molina, (619) 696-2005, NMolina@sempra.com; or Lindsay Gartner, (619) 696-2461, L2Gartner@sempra.com.
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