General Announcement::IENOVA ANNOUNCES BOARD OPINION FINAL NONBINDING EXCH OFFER CONSID PROPOSED BY SEMPRAENERGY

Issuer & Securities

Issuer/ Manager
INFRAESTRUCTURA ENERGETICA NOVA, S.A.B. DE C.V.
Securities
INFRAESTRUS$540M4.875%N480114A - US456829AB67 - 8DTB
INFRAESTRUS$540M4.875%N480114R - USP56145AB40 - 8DUB
INFRAESTR US$300M3.75%N280114A - US456829AA84 - 8DWB
INFRAESTR US$300M3.75%N280114R - USP56145AA66 - 8DXB
INFRAESTR US$800M4.75%N510115A - US456829AC41 - PKTB
INFRAESTR US$800M4.75%N510115R - USP56145AC23 - YBXB
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
15-Apr-2021 05:52:11
Status
New
Announcement Sub Title
IENOVA ANNOUNCES BOARD OPINION FINAL NONBINDING EXCH OFFER CONSID PROPOSED BY SEMPRAENERGY
Announcement Reference
SG210415OTHROBIJ
Submitted By (Co./ Ind. Name)
VANESA MADERO MABAMA
Designation
CORPORATE SECRETARY
Effective Date and Time of the event
14/04/2021 17:00:00
Description (Please provide a detailed description of the event in the box below)
IENOVA ANNOUNCES BOARD OPINION
ON FINAL NON-BINDING EXCHANGE OFFER CONSIDERATION
PROPOSED BY SEMPRA ENERGY

Mexico City, April 14, 2021 Infraestructura Energetica Nova, S.A.B. de C.V. (IEnova), further to its material event filing dated April 12, 2021, announced that at an extraordinary meeting of its Board of Directors (the Board of Directors) held on April 14, 2021 (the Meeting), with attendance by all the members of the Board of Directors and abstentions from discussion and voting by those members of the Board of Directors who expressed a conflict of interest, the directors participating at the Meeting unanimously resolved, among other things, to vote in favor of opining that the equity consideration proposed by Sempra Energy (Sempra) in connection with Sempra s previously announced offer to acquire all of the issued and outstanding publicly held ordinary shares of IEnova in exchange for Sempra common stock (the Exchange Offer) is fair to IEnova shareholders from a financial point of view. The equity consideration proposed by Sempra in connection with the Exchange Offer was expressed in an exchange ratio (the Exchange Ratio) set forth in a non-binding offer letter, dated April 12, 2021 (the Final Offer Letter), from Sempra to the Corporate Practices Committee of IEnova s Board of Directors (the Corporate Practices Committee). The publicly held ordinary shares of IEnova represent approximately 29.83% of IEnova s issued and outstanding share capital. The Board of Directors evaluated the equity consideration proposed by Sempra in the Exchange Offer by applying the Exchange Ratio and taking into account the prevailing market price for Sempra common stock and the Ps./U.S.$ exchange rate as of the close of market on April 13, 2021.

The opinion of the Board of Directors was made in conformity with the recommendation of the Corporate Practices Committee, which recommendation was based, among other factors, on the opinion, dated April 14, 2021 (the Independent Advisor Opinion), issued by J.P. Morgan Securities LLC, as independent financial advisor to the Corporate Practices Committee in connection with the Exchange Offer (the Independent Advisor). In the Independent Advisor Opinion, the Independent Advisor opined on the fairness of the equity consideration proposed by Sempra in the Exchange Offer to IEnova shareholders from a financial point of view. A copy of the Independent Advisor Opinion is attached hereto.

At the Meeting, the Board of Directors reviewed written certifications by the members of the Board of Directors, including IEnova s Chief Executive Officer, with respect to the number of IEnova ordinary shares held by such members and their intention with respect to such ordinary shares in connection with the Exchange Offer, as follows:

Will Tender Ordinary Shares in the Exchange Offer Will Not Tender Ordinary Shares in the Exchange Offer Total
35,000 100% 0 0% 35,000 100%

The Board of Directors also reviewed the conflicts of interest expressed at the Meeting by Randall Lee Clark, Faisel Hussain Khan, Jennifer Frances Jett, Trevor Ian Mihalik, Erle Allen Nye, Jr., Peter Ronan Wall, Lisa Glatch, Tania Ortiz Mena L pez Negrete, Carlos Ru z Sacrist n and Vanesa Madero Mabama in connection with their participation and presence during discussion and voting on all matters related to the Exchange Offer, including with respect to the Final Offer Letter and the opinion of the Board of Directors required by Article 101 of the Mexican Securities Market Law (Ley del Mercado de Valores). Any such abstentions due to conflicts of interest did not affect the required quorum for the Meeting.

A copy of the Independent Advisor Opinion, in English, together with a convenience translation to Spanish, is attached hereto.

Attachments

IEnova ER Board Opinion ENG.pdf
Total size =922K