FIBRA Prologis announces the successful settlement of its Tender Offer for Terrafina CBFIs (TERRA 13)

MEXICO CITY, Aug. 6, 2024 /PRNewswire/ — FIBRA Prologis (BMV: FIBRAPL 14), a leading owner and operator of Class A industrial real estate in Mexico, announces that the settlement of its tender offer (the “Offer“) to acquire up to 100% of the real estate trust certificates (certificados bursátiles fiduciarios inmobiliarios) issued by CIBanco, S.A., Institución de Banca Múltiple, as trustee of the irrevocable trust agreement number F/00939 (“Terrafina“), identified with ticker symbol “TERRA 13” (“Terrafina CBFIs“) has been completed successfully.

The settlement consisted of (i) the acquisition by Fibra Prologis of 606,417,404 Terrafina CBFIs, which represent 77.13% of the total outstanding Terrafina CBFIs; (ii) the issuance by Fibra Prologis of 217,092,999 Exchange CBFIs in exchange for the tendered Terrafina CBFIs; and (iii) the payment by Fibra Prologis of MXN$11,782,140,300.00 to Terrafina’s CBFI holders who elected to exercise their Cash Option, pursuant to the terms and conditions provided in the Offer prospectus.

The FIBRA Prologis CBFIs offered in the Offer have not been, nor will be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements under the Securities Act and any applicable state securities laws.

ABOUT FIBRA PROLOGIS

FIBRA Prologis is a leading owner and operator of Class-A industrial real estate in Mexico. As of June 30, 2024, FIBRA Prologis was comprised of 236 logistics and manufacturing facilities in six industrial markets in Mexico totaling 46.9 million square feet (4.4 million square meters) of gross leasable area.

FORWARD-LOOKING STATEMENTS

The statements in this release that are not historical facts are forward-looking statements. These forward-looking statements are based on current expectations, intents, estimates and projections about the industry and markets in which FIBRA Prologis operates, management’s beliefs and assumptions made by management. Such statements involve uncertainties that could significantly impact results. Words such as “expects,” “anticipates,” “intends,” “will,” “believes,” “potential,” “estimates,” “should” and variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address the terms of the tender offer, the success of closing the tender offer, the expected benefits of the proposed business combination, the potential disadvantages of not participating in the Offer or events or developments that we expect or anticipate will occur in the future, are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) competing bids for the acquisition of Terrafina, (ii) varying interpretations of regulations by governing authorities, (iii) national, international, regional and local economic climates, (iv) changes in financial markets, interest rates and foreign currency exchange rates, (v) increased or unanticipated competition for our properties, (vi) risks associated with acquisitions, dispositions and development of properties, (vii) maintenance of real estate investment trust (FIBRA) status and tax structuring, (viii) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (ix) risks related to our investments, (x) risks related to the coronavirus pandemic, (xi) inability to adjust, revise or amend FIBRA Prologis’s fee structure; and (xii) those additional factors discussed in Tender Offer Prospectus and reports filed with the “Comisión Nacional Bancaria y de Valores” and the Mexican Stock Exchange by FIBRA Prologis under the heading “Risk Factors.” FIBRA Prologis undertakes no duty to update any forward-looking statements appearing in this release.