COFECE Approves FIBRA Prologis' Public Tender Offer to Acquire Terrafina: What's Next?

FIBRA Prologis is making significant strides in its pursuit of FIBRA Terrafina's industrial portfolio. With the unanimous approval from the Federal Economic Competition Commission (COFECE), FIBRA Prologis is now poised to make a public tender offer for 100% of FIBRA Terrafina's real estate trust certificates (CBFIs) over the next six months. This pivotal approval paves the way for FIBRA Prologis to proceed with its offer, contingent on at least 51% of FIBRA Terrafina's certificate holders accepting. It's important to note that FIBRA Prologis will extend its offer only until June 21, underscoring the strategic urgency of this move.

According to SiiLA REsource, the tender offer includes a "reciprocal exchange" where each Terrafina CBFI will be exchanged for 0.58 FIBRA Prologis CBFIs, potentially resulting in the issuance of more than 448 million new FIBRA Prologis CBFIs, equivalent to approximately 34% of its total certificates in circulation.

Regarding this operation, FIBRA Terrafina's Technical Committee indicated on May 31 that the price offered per CBFI in the tender offer is reasonable from a financial perspective based on an analysis by Goldman Sachs. Additionally, on June 9, Deloitte confirmed that delisting Terrafina from the stock exchange would not have tax consequences under Mexican law. This clarification is crucial as it assures investors will not face additional taxes from the transaction, potentially facilitating the acceptance of FIBRA Prologis' offer.

FIBRA Prologis and Terrafina are not just players, but key influencers in Mexico's industrial real estate market. The successful completion of this tender offer is not just a move, but a significant leap that has the potential to reshape the competitive and investment dynamics in the country, bringing new opportunities and growth.

As of the first quarter of 2024, Terrafina reported having 291 properties, including 287 industrial warehouses, with approximately 3.9 million square meters of gross leasable area (GLA) and four land reserves to preserve the portfolio's organic growth capacity. Meanwhile, FIBRA Prologis closed the first quarter of the year with 236 logistics and manufacturing facilities in six industrial markets in Mexico, totaling 4.4 million square meters of GLA. With the acquisition of Terrafina's industrial properties, FIBRA Prologis would have Mexico's most significant industrial portfolio.

Rest assured, FIBRA Prologis has meticulously followed the procedures for completing a tender offer as established in Articles 97 to 106 of the Securities Market Law. It has already completed several crucial steps to acquire FIBRA Terrafina, including the submission of the required application and documentation to the National Banking and Securities Commission (CNBV), receiving COFECE's approval, and officially publishing the offer. The next steps involve the majority acceptance of shareholders a week before the end of June, followed by the proportional allocation of the securities, which includes the exchange of FIBRA Terrafina certificates for FIBRA Prologis certificates.

To learn more about the performance and development of FIBRAs in Mexico, explore the data from SiiLA FIBRA Analytics or contact us at contacto@siila.com.mx.