OHL Mexico S.A.B de C.V. (“OHL Mexico” or “the Company”) (BMV: OHLMEX), hereby informs to the general investing public that: Magenta Infraestructura, S.L. (the “Offeror”), in accordance with the terms of articles 98 paragraph II, 99, 100 first paragraph and other applicable provisions of the Securities Market Law (Ley del Mercado de Valores; the “LMV”) and, in connection with the acquisition by IFM Global Infrastructure Fund (together with any of its affiliates, “IFM GIF”) of 100.00% of the total capital stock of OHL Concesiones, S.A.U., and thus of the indirect control of OHL México, has launched Today a mandatory acquisition tender offer (the “Offer”), through the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V., (the “BMV”), to acquire up to 100% of the shares of OHL México held by the general investing public. The general investing public can decide whether to accept the Offer or not accept the Offer. As provided in article 101 of the LMV, the Board of Directors of OHL México shall, on the tenth (10) business day following the launch of the Offer at the latest and, after considering the relevant opinion of the Corporate Practices Committee of OHL México, disclose to public investors through the BMV, its opinion regarding the acquisition price of the Offer, and the conflicts of interest that, as the case may be, the members of the Board of Directors of OHL México may have and whether such members own any public shares of OHL México and will participate in the Offer. It is expected that the aforementioned opinion will be issued by the independent members of the Board of Directors of OHL México, as the other members of such board have been appointed by the Offeror and its affiliates and may have a conflict of interest with respect to the Offer. Likewise, as provided in article 101 of the LMV mentioned above, it is expected that the Board of Directors of OHL México will request the opinion of an independent expert in connection with the acquisition price of the Offer. The opinion of the independent expert will be disclosed on the date in which the opinion of the Board of Directors of OHL México is disclosed in accordance with article 101 of the LMV. A copy of the opinion of the Board of Directors of OHL México and, if applicable, of the independent expert will be delivered to the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) by OHL México and disclosed by OHL México to public investors, through the “SEDI / EMISNET” system of the BMV.
Among others, Section 10. – “Intention and Reason of the Offer; Purposes and Plans” of the offering memorandum of the Offer provides that IFM GIF welcomes those shareholders of OHL México who decide not to accept the Offer as partners in the OHL México business and looks forward to participating in the Company together. The Offer commenced Today and will conclude at 11:00 hours (Mexico City time) on May 7, 2018, unless extended. The Offer is subject to certain conditions, including a minimum acceptance condition of 95%. For further information regarding the Offer, please refer to the offering memorandum of the Offer or visit www.bmv.com.mx and/or www.gob.mx/cnbv.
