FIBRA Macquarie Proposes Non-Binding Tender and Exchange Offer for Terrafina

FIBRA Macquarie announced today that it has submitted to the Technical Committee of the Irrevocable Trust Agreement number F/00939, also known as “Terrafina” (BMV: TERRA13), a preliminary and indicative non-binding proposal in respect of a tender and exchange offer for up to 100% of the real estate trust certificates ("CBFIs") of Terrafina. The offer would be at an exchange ratio of 1.05x for each outstanding CBFI issued by Terrafina, while providing both sets of investors the opportunity to crystalize a true merger of equals and form the largest institutional FIBRA (Real Estate Investment Trust) in Mexico. The proposal remains subject to, among other things, the receipt of all necessary approvals.

FIBRA Macquarie believes that its proposed transaction represents a superior alternative for Terrafina CBFI holders relative to other publicly announced offers to date, as well as an attractive strategic acquisition for FIBRA Macquarie. There are compelling reasons for a combination of FIBRA Macquarie and Terrafina, including:

• Accretive on a per CBFI basis for Adjusted Funds from Operations (AFFO) and Distributions whilst offering value with upside opportunity;
• Enhanced CBFI trading liquidity;
• Complementary portfolios that would create a more compelling footprint, allowing the combined entity to serve additional demand coming from the favorable tailwinds including nearshoring;
• Ability to leverage FIBRA Macquarie’s scalable, vertically integrated property administration platform, which provides services internally and at cost in functions such as property management, leasing, construction, development, sustainability, health and safety, accounting, finance, legal, and information technologies; and
• Potential to realize synergies through the combination of portfolios, scale, and a reduction in overlapping listed entity administration compliance costs.

“We are confident that this combination has the potential to create an unmatched platform, which we believe would significantly accelerate both FIBRA Macquarie’s and Terrafina’s long-term growth strategy for the benefit of all certificate holders. We believe there are many benefits from a combined vehicle, including the synergies from scaling our internal property administration platform, as well as creating a strategic footprint from our complementary portfolios,” said Simon Hanna, FIBRA Macquarie’s chief executive officer. “Additionally, we remain optimistic about the continued opportunities in the Mexican industrial market, and the increased scale and liquidity, combined with our expertise and track record of accretive capital deployment, would enable us to capture more growth prospects. Importantly, we are also confident that FIBRA Macquarie’s proposal represents the best alternative for Terrafina investors, as it would be immediately accretive while also providing for long term value creation.”

On March 7, 2024, FIBRA Macquarie received authorization from the Technical Committee of Terrafina to acquire more than 10% of the outstanding CBFIs, either directly or indirectly through one or more affiliates, subject to the satisfaction of certain conditions outlined in the market release published by Terrafina on March 8, 2024.

The FIBRA Macquarie proposal is preliminary and indicative, thus it shall not bind any party to carry out the proposed transaction and shall not constitute a public offering of securities per Mexican law. Any tender offer launched by FIBRA Macquarie will be subject to, among other things, the receipt of all necessary approvals, including the prior approval of the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), the Mexican Economic Competition Commission (Comisión Federal de Competencia Económica) and FIBRA Macquarie CBFI holders.

In conjunction with the announcement by Terrafina to call an informative Holders’ Meeting to be held on April 30, 2024, FIBRA Macquarie has prepared certain materials for presentation to Terrafina CBFI holders outlining the accretive proposal and the sustainable value that we believe would be created from the combination of FIBRA Macquarie and Terrafina. These materials can also be found on the FIBRA Macquarie website at www.fibramacquarie.com.

FIBRA Macquarie thanks Terrafina for its support to advance to this stage and looks forward to working collaboratively with all stakeholders to progress towards a successful transaction.

This announcement has been made with the prior notification and consent of Terrafina and its advisers ahead of its release.

About FIBRA Macquarie

FIBRA Macquarie México (FIBRA Macquarie) (BMV:FIBRAMQ), is a real estate investment trust (fideicomiso de inversión en bienes raíces), or FIBRA, listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores) targeting industrial, retail and office real estate opportunities in Mexico, with a primary focus on stabilized income-producing properties. FIBRA Macquarie’s portfolio consists of 239 industrial properties and 17 retail properties, located in 20 cities across 16 Mexican states as of December 31, 2023. Nine of the retail properties are held through a 50/50 joint venture. For additional information about FIBRA Macquarie, please visit www.fibramacquarie.com.

Cautionary Note Regarding Forward-looking Statements

This release may contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ significantly from these forward-looking statements and we undertake no obligation to update any forward-looking statements.

Other than Macquarie Bank Limited ABN 46 008 583 542 (“Macquarie Bank”), any Macquarie Group entity noted in this document is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect to the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested, and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect to the investment.

Important Notice

No offering or any related document has been or will be filed with or reviewed by any federal or state securities commission or regulatory authority of any country, other than Mexico. No authority has passed upon the accuracy or adequacy of the offering or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. Any FIBRA Macquarie tender and exchange offer will be made in reliance on exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”).

Any FIBRA Macquarie tender and exchange offer will be made, and the FIBRAMQ CBFIs will be offered and issued, only (a) in the United States to holders of Terrafina CBFIs who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in reliance upon the exemption from the registration requirements of the Securities Act, and (b) outside the United States to holders of Terrafina CBFIs who are persons other than “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act.

This release does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The FIBRAMQ CBFIs will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.

The FIBRAMQ CBFIs are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any persons in member states of the European Economic Area except (i) to persons who are qualified investors for the purposes of Regulation (EU) 2017/1129, as amended (the “EU Prospectus Regulation”), or (ii) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation; provided that, no such offer of securities shall require FIBRAMQ to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.

The FIBRAMQ CBFIs are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any persons in the United Kingdom (the “UK”) except (i) to persons who are qualified investors for the purposes of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) or (ii) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation; provided that, no such offer of securities shall require FIBRAMQ to publish a prospectus pursuant to Section 85 of the Financial Services and Markets Act 2000 or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

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