Blackstone Real Estate and MRP Group have announced an extension of their all-cash tender offer for Terrafina (BMV
13). Effective July 10, 2024, a Mexican trust formed by their affiliates has extended the offer until 14:00 Mexico City time on July 29, 2024, for Ps.40.50 per certificate, targeting up to 100% of Terrafina’s outstanding real estate trust certificates.
As the sole announced all-cash tender offer, this extension aims to provide significant immediate value to Terrafina’s shareholders while avoiding uncertainties related to potential tax implications from competing exchange offers.
According to the Offer to Purchase, if 50% plus one of the outstanding Terrafina certificates are not tendered by the expiration date, and assuming no changes to the offer terms, the offer period will automatically extend by one business day unless otherwise notified. This extension does not affect withdrawal rights.
Certificates can be tendered until 14:00 Mexico City time on July 29, 2024, with the settlement date expected on August 5, 2024, unless extended. The offer is contingent upon holders representing at least 50% plus one of the outstanding Terrafina certificates accepting the offer.
The all-cash tender offer provides a 27% premium over the price per Terrafina certificate as of December 4, 2023, and a more than 10% premium over the closing price on June 7, 2024.
Blackstone Real Estate, with over 50 successful public company transactions, is well-positioned to execute this deal. The tender offer has been unconditionally approved by the Mexican antitrust authority, COFECE, and is not contingent on any additional financing or approvals.
For more details, the Offer to Purchase and Supplemental Notice (Aviso de Oferta) are available in English at: Offer to Purchase.
For inquiries regarding the tender offer, contact:
- Morgan Stanley Mexico: +52 55 5282 6748 or [email protected]
- Morrow Sodali: +1 917 475 0281 or +52 55 4169 6733, [email protected]
Transaction Advisors:
- Financial Advisors: Morgan Stanley & Co and Santander
- Legal Advisors: Simpson Thacher & Bartlett LLP and Galicia Abogados, S.C.
Notice to Investors: This announcement is for informational purposes only and does not constitute an offer or invitation to acquire or dispose of securities. The terms and conditions of the tender offer are detailed in the Offer to Purchase. The offer is not authorized for distribution outside Mexico or the United States except in accordance with applicable law.
Forward-Looking Statements: This press release includes forward-looking statements based on current expectations and assumptions. These statements are subject to risks and uncertainties that may cause actual results to differ. No obligation is assumed to update or revise any forward-looking statements.
