After three offers, the real estate investment trust (Fibra in Spanish) Prologis successfully acquired 77.14% of Terrafina’s real estate trust certificates (CBFIs in Spanish) through a public acquisition offer (OPA in Spanish), which involved exchanging CBFIs at a ratio of 0.63x and a cash payment. However, it still needs to purchase the remaining 18% of the CBFIs to delist Terrafina from the Mexican Stock Exchange (BMV in Spanish).
On August 6th, Fibra Prologis completed the transaction, which involved the purchase of 606,417,404 Terrafina CBFIs through the issuance of 217,092,999 exchange CBFIs and a payment of $11,782 million pesos to Terrafina CBFI holders.
However, the agreement is still not finalized, as the acquisition of at least 18% of the CBFIs from holders who did not accept Fibra Prologis’s offer is still pending. This acquisition is necessary to reach 95% control of Terrafina and delist it from the BMV, in order to avoid tax penalties, which would result in withholding taxes on the distribution of dividends that Terrafina is legally required to make on a quarterly basis.
It is still unclear whether the acquisition of the remaining CBFIs will be through subsequent offers and when they will take place. Additionally, there is a possibility that the subsequent OPAs may have different terms from the initial offer, which may not be entirely favorable for the remaining holders of Terrafina CBFIs.
With this purchase, Fibra Prologis will increase its gross leasable area (GLA) by 90%, adding 42.3 million square feet (3.9 million square meters) from Terrafina. This expansion will bring its total GLA from 46.9 million square feet (4.4 million square meters) to 89.2 million square feet (8.3 million square meters), spread across 525 industrial properties and 11 land reserves. Additionally, Fibra Prologis will achieve an occupancy rate of 97.6%, becoming the largest industrial real estate trust in Mexico.
Finally, in the coming quarters, the combined portfolio of Fibra Prologis and Terrafina will undergo changes, as the acquiring Fibra has expressed its intention to sell non-essential assets, while continuing its policy of consolidation and expansion.
Learn more about the portfolios of Fibra Prologis and Terrafina through Datoz tools. If you’re not yet a client, request your demo.
