General Announcement::IENOVA ANNOUNCES RECEIPT OF FINAL NON-BINDING OFFER LETTER FROM SEMPRA ENERGY

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
12-Apr-2021 21:17:46
Status
New
Announcement Sub Title
IENOVA ANNOUNCES RECEIPT OF FINAL NON-BINDING OFFER LETTER FROM SEMPRA ENERGY
Announcement Reference
SG210412OTHR0PID
Submitted By (Co./ Ind. Name)
VANESA MADERO MABAMA
Designation
CORPORATE SECRETARY
Effective Date and Time of the event
12/04/2021 17:00:00
Description (Please provide a detailed description of the event in the box below)
IENOVA ANNOUNCES RECEIPT OF FINAL NON-BINDING OFFER LETTER FROM SEMPRA ENERGY

Mexico City, April 12, 2021 Infraestructura Energetica Nova, S.A.B. de C.V. (IEnova) announced today that the Corporate Practices Committee (the Corporate Practices Committee) of its Board of Directors (the Board of Directors) received a non-binding offer letter, dated today (the Final Offer Letter), from Sempra Energy (Sempra), pursuant to which Sempra conveyed its intention to conduct an offer to acquire all of the issued and outstanding publicly held ordinary shares of IEnova (which represent approximately 29.83% of IEnova s issued and outstanding share capital) in exchange for Sempra common stock (the Exchange Offer), at an exchange ratio of 0.0323 shares of Sempra common stock for each IEnova ordinary share (the Exchange Ratio).

Based on the Exchange Ratio, the implied consideration per IEnova ordinary share is equal to 87.20 Mexican pesos per IEnova ordinary share, calculated using the five-day volume-weighted average price for Sempra common stock as quoted on the New York Stock Exchange and the five-day average Ps./U.S.$ exchange rate reported by the Mexican Central Bank (Banco de Mexico) as the FIX Rate, in each case as of April 9, 2021, the most recent practicable trading day for which information was available prior to the delivery of the Final Offer Letter. The Exchange Offer is subject to obtaining all necessary governmental authorizations required by applicable law.

As required by Article 101 of the Mexican Securities Market Law (Ley del Mercado de Valores), the Board of Directors will issue an opinion on the fairness, from a financial point of view, of the equity consideration proposed by Sempra as expressed by the Exchange Ratio contained in the Final Offer Letter, after considering the recommendation of the Corporate Practices Committee, which will rely on the fairness opinion to be issued by J.P. Morgan Securities LLC, as independent financial advisor, all of which will separately be disclosed to investors.

Attachments

IEnova ER FinalOfferLetter ENG 041221.pdf
Total size =420K