OHL Mexico S.A.B de C.V. (“OHL Mexico”) (BMV: OHLMEX), hereby informs to the general investing public that:
OHL Concesiones S.A.U. (“OHL Concesiones”) and IFM Global Infrastructure Fund (“IFM GIF”), through Magenta Infraestructura, S.L. (the “Offeror”), will launch tomorrow an all cash tender offer through the Mexican Stock Exchange to acquire up to 100% of the publicly held shares in OHL Mexico at a price of MXN $27.00 per share.
The Board of Directors of OHL Mexico, by resolution of its independent members, has opined that the offer price is fair from a financial point of view, taking into consideration both the opinion issued by the independent expert, Rothschild (Mexico) S.A. de C.V. (“Rothschild”), and the opinion of the Corporate Practices Committee of OHL Mexico.
Rothschild issued an opinion that the offer price is fair from a financial point of view. This opinion is exclusively addressed to the Board of Directors of OHL Mexico and is not a recommendation to any of OHL Mexico’s shareholders whether to participate in the offer.
Two Directors of the Board of OHL México (or Related Persons, as defined in the Securities Market Law, to those Directors) hold public shares of OHL Mexico. They will accept the offer in respect of those shareholdings.
As stated in the opinion issued by the Board of Directors of OHL Mexico, certain members of the Board of Directors and CEO, who are Related Persons (as such term is defined in the Securities Market Law) of the Offeror, abstained from participating in the OHL Mexico Board meeting in which it was resolved whether the acquisition price is fair from a financial point of view. The independent members of the Board of Directors that determined the acquisition price to be fair from a financial point of view, have no conflicts of interest with respect to the Offer.
The offer is subject to various conditions, including a minimum acceptance condition that would allow the Offeror and affiliates to hold at least 95% of the outstanding capital stock of OHL Mexico. If the offer conditions are satisfied and the tender offer is completed, OHL Concesiones, directly or through its affiliates, will maintain its current participation in OHL Mexico, considering that IFM GIF, through the Offeror, will indirectly acquire all of the publicly held shares of OHL Mexico that accept the offer pursuant to its terms and conditions.
The offer will open tomorrow morning and close at 2.00pm (Mexico time) on Wednesday, July 19, 2017, unless extended. For further information regarding the offer, please refer to the offering memorandum related to the Offer or visit, www.bmv.com.mx; and www.gob.mx/cnbv.
