ISSUANCE OF OPINION OF THE BOARD OF DIRECTORS WITH RESPECT TO THE FAIRNESS OF THE PRICE PER SHARE IN CONNECTION WITH THE VOLUNTARY TENDER OFFER
Mexico City, as of September 12, 2023. Aleatica, S.A.B. de C.V. (“Aleatica”), hereby informs to the general investing public that, pursuant to the Relevant Event published on August 30, 2023, regarding the launch by Aleatica, S.A.U. of a voluntary tender offer to acquire up to 100% of the Aleatica’s shares that have been placed amongst the general investing public (the “Offer”), asprovided in Article 101 of the Securities Market Law (Ley del Mercado de Valores, “LMV”):
On this date, the Board of Directors of Aleatica (the “Board”), by extraordinary meeting in which its proprietary independent members participated, has expressed the opinion that the price of the Offer is reasonable from a financial point of view, taking into consideration:
- (i) The fairness opinion issued by the independent expert, Consultora 414, S.A. de C.V. (the “Independent Expert”), which determined that the price of the Offer is reasonable from a financial point of view, and
- (ii) The fairness opinion of the corporate practices committee of the Board based on the foregoing, which determined that the price of the Offer is reasonable from a financial point of view.
The opinion of the Independent Expert is exclusively addressed to the Board and does not constitute a recommendation to Aleatica’s shareholders as to whether to participate in the Offer.
The proprietary members of the Board abstained from being present and participating in the extraordinary Board meeting mentioned above, by means of which it was determined whether the acquisition price is reasonable or not from a financial point of view, due to potential conflicts of interest they may have in connection with the Offer, as manifested by each of such proprietary members, for which reason only the independent members of the Board participated.
Finally, it is informed that none of the members of the Board nor the Chief Executive Officer of Aleatica, hold shares of the Company, so they will not participate in the Offer.
About Aleatica, S.A.B. de C.V.
Aleatica, S.A.B. de C.V. is positioned as a relevant transport infrastructure operator in the industry within the metropolitan area of Mexico City, both for the number of concessions awarded and the miles of highways under management. Currently, Aleatica, S.A.B. de C.V. builds, manages, operates and maintains 7 toll roads and one airport. The highway and related infrastructure concessions are located in urban areas with high vehicular traffic in Mexico City, the State of Mexico and the State of Puebla. In the airport sector, Aleatica participates in the integral management of the second largest airport serving the Mexico City metropolitan area. For more information visit our web page www.aleatica.com.
