IEnova is a private company in Mexico that is dedicated to the development, construction and operation of large energy infrastructure projects in the country.
At the same time, IEnova is a subsidiary of Sempra Energy, an energy services company based in San Diego, California (United States).
The subsidiary informed the market that it received from Sempra Energy a definitive non-binding offer letter (the “Final Offer Letter”) to carry out a public offer for the acquisition and reciprocal subscription of all the shares representing IEnova’s capital stock. , which is owned by the general investing public (which represent approximately 29.83% of the shares representing IEnova’s capital stock) in exchange for common shares representing Sempra’s capital stock (the “Exchange Offer”) at a factor of exchange of 0.0323.
Based on said exchange factor, the implicit consideration per IEnova common share in the Exchange Offer is equal to $ 87.20 pesos, calculated using the volume-weighted average price of Sempra’s common shares as traded on the Stock Exchange of New York (New York Stock Exchange) in the last five days and the average exchange rate of the Mexican peso-US dollar (FIX) published by the Bank of Mexico during the last five days, in each case until April 9, 2021 , which is the most recent listing date for which the information prior to the delivery date of the Final Offer Letter was available.
Likewise, the proposed Exchange Offer continues to be subject to obtaining the government authorizations required in accordance with applicable legislation.
In terms of article 101 of the Securities Market Law, IEnova’s Board of Directors will issue its opinion regarding the proposed consideration in Sempra shares, in accordance with the exchange factor contained in the Final Offer Letter, taking into consideration the recommendation of its Corporate Practices Committee, which will be based on the fairness opinion, from a financial point of view, to be issued by JPMorgan Securities LLC, as an independent expert, all of which will be made known to the investing public.