SAN DIEGO, Aug. 12, 2021 /PRNewswire/ -- Sempra (NYSE: SRE)
(BMV: SRE) today announced that it has launched a tender offer to
purchase for cash the 3.6% of the outstanding shares of IEnova
(Infraestructura Energética Nova, S.A.B de C.V.) that are
not owned by Sempra. This cash tender offer follows Sempra's
completed exchange offer for IEnova's then publicly held shares,
which closed on May 28, 2021, and
increased Sempra's ownership of IEnova's shares from 70.2% to
96.4%. As a result of the exchange offer, Sempra's common stock is
now listed on both the New York Stock Exchange and the Mexican
Stock Exchange (Bolsa Mexicana de
Valores, S.A.B de C.V.) (the "BMV"), and IEnova's
shareholders have approved the delisting of IEnova's shares from
the BMV following completion of the cash tender offer launched
today.
In the cash tender offer, Sempra is offering to purchase each
outstanding IEnova share it does not own, totaling 52,227,526
shares, for 78.97 Mexican pesos per share. The price per share
is calculated in accordance with Mexican law and equals the
volume-weighted average price at which the IEnova shares have
traded during the 30-trading day period ending on the day
immediately preceding today's launch of the cash tender offer. If
all publicly held IEnova shares are validly tendered into and not
withdrawn from the cash tender offer, the aggregate purchase price
for all such shares would be 4,124 million Mexican pesos.
The cash tender offer is being made pursuant to an Offering
Memorandum, dated Aug. 12, 2021
(the "Offering Memorandum"), which sets forth the full terms
and conditions of the cash tender offer.
The cash tender offer is expected to expire at 3 p.m. ET
(New York City Time) or 2 p.m. CT (Mexico City Time) on
Sept. 10, 2021, unless the offer
period is extended as described in the Offering Memorandum. Any
validly tendered IEnova shares may be withdrawn from the cash
tender offer on or prior to 3 p.m. ET (New York City Time) or
2 p.m. CT (Mexico City Time) on the second business day prior
to the expiration of the offer period, which will be Sept. 8, 2021, unless the offer period is
extended. The settlement of the purchase and sale of all validly
tendered (and not withdrawn) IEnova shares is expected to occur
four business days after the expiration of the offer period, which
will be Sept. 17, 2021, unless the
offer period is extended. The cash tender offer is subject to the
satisfaction or waiver of certain conditions as described in the
Offering Memorandum, but is not conditioned on any minimum number
of IEnova shares being tendered.
In accordance with Mexican law, in the event the Mexican
National Banking and Securities Commission (Comisión Nacional
Bancaria y de Valores) (the "CNBV") and the BMV approve
the delisting of the IEnova shares from the BMV after completion of
the cash tender offer, Sempra will maintain a trust, for at least
six months after the delisting of the IEnova shares, with
sufficient funds to acquire any publicly held IEnova shares not
acquired in the cash tender offer for the purpose of purchasing
such remaining publicly held IEnova shares at the same price per
share that is being offered in the cash tender offer.
The Offering Memorandum for the cash tender offer is available
free of charge at the CNBV's website at www.gob.mx/cnbv, and at
Sempra's website at sempra.com/ienovaoffer. The Offering Memorandum
may also be obtained free of charge by directing a written request
to Sempra, Attn: Investor Relations, at 488 8th Avenue,
San Diego, California 92101.
Questions about the cash tender offer may be directed to any of the
following representatives of Casa de Bolsa BBVA Bancomer, S.A. de
C.V., Grupo Financiero BBVA Bancomer, which is acting as the
information agent and intermediary in the cash tender offer:
Arturo Medina, +52 55 1807 4850,
josearturo.medina@bbva.com; or Carlos
Pacheco, +52 55 5057 6633, carlosjavier.pacheco@bbva.com, or
questions may be directed to the following Sempra contacts:
Nelly Molina, (619) 696-2005,
NMolina@sempra.com; or Lindsay
Gartner, (619) 696-2461, L2Gartner@sempra.com.
About Sempra
Sempra's mission is to be North America's premier
energy infrastructure company. The Sempra family of companies have
more than 19,000 talented employees who deliver energy with purpose
to over 36 million consumers. With more than $66
billion in total assets at the end of 2020, the San
Diego-based company is the owner of one of the largest energy
networks in North America serving some of the world's
leading economies. The company is helping to advance the global
energy transition by enabling the delivery of
lower-carbon energy solutions in each market it serves,
including California, Texas, Mexico and the LNG
export market. Sempra is consistently recognized as a leader in
sustainable business practices and for its long-standing commitment
to building a high-performing culture including safety, workforce
development and training, and diversity and inclusion. Sempra is
the only North American utility sector company included on the Dow
Jones Sustainability World Index and was also named one of the
"World's Most Admired Companies" for 2021 by Fortune Magazine.
For additional information about Sempra, please visit Sempra's
website at www.sempra.com and on
Twitter @SempraEnergy.
About IEnova
IEnova develops, builds and operates energy infrastructure in
Mexico. As of the end of 2020, the
company has more than 1,400 employees and approximately
$10.5 billion in total assets, making
it one of the largest private energy companies in the country.
###
Additional Information and Where to Find It
The cash tender offer has been submitted to public
shareholders of IEnova for their consideration. The terms and
conditions of the cash tender offer are described in the Offering
Memorandum, which has been filed with and approved by the CNBV, and
the cash tender offer is made only pursuant to and in accordance
with the terms set forth in the Offering Memorandum. IEnova
shareholders are urged to read the Offering Memorandum carefully
and in its entirety, along with any other relevant documents or
materials filed or to be filed with the CNBV in connection with the
cash tender offer or referred to therein, because they contain
important information about the cash tender offer and the parties
thereto.
Neither this press release nor the information contained
herein shall constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any offer,
solicitation, or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
None of Sempra, its board of directors, the intermediary and
information agent, or any of Sempra's affiliates, makes any
recommendation as to whether holders of IEnova shares should tender
their shares in the cash tender offer. As required under applicable
Mexican law, IEnova's board of directors, after considering the
recommendation of its Corporate Practices Committee, is expected to
prepare and issue an opinion on the purchase price being offered
for each IEnova share in the cash tender offer, no later than ten
business days after today's launch of the cash tender offer. The
recommendation of IEnova's Corporate Practices Committee and the
opinion of IEnova's board of directors are expected to be limited
to a determination of whether the purchase price per share complies
with the minimum parameters set forth in applicable Mexican
law.
Forward-Looking Statements
This press release contains statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are based on assumptions with respect to the future,
involve risks and uncertainties, and are not guarantees. Future
results may differ materially from those expressed in any
forward-looking statements. These forward-looking statements
represent our estimates and assumptions only as of the date of this
press release. We assume no obligation to update or revise any
forward-looking statement as a result of new information, future
events or other factors.
Forward-looking statements in this press release include any
statements regarding the ability to complete the proposed
transactions described herein on the anticipated timeline or at
all, the anticipated benefits of these transactions if completed,
the projected impact of these transactions on Sempra's performance
or opportunities, and any other statements regarding Sempra's
expectations, beliefs, plans, objectives or prospects or future
performance or financial condition as a result of or in connection
with these transactions. In this press release, forward-looking
statements can be identified by words such as "believes,"
"expects," "anticipates," "plans," "estimates," "projects,"
"forecasts," "should," "could," "would," "will," "confident,"
"may," "can," "potential," "possible," "proposed," "in process,"
"under construction," "in development," "target," "outlook,"
"maintain," "continue," "goal," "aim," "commit," or similar
expressions, or when we discuss our guidance, priorities, strategy,
goals, vision, mission, opportunities, projections, intentions or
expectations.
Factors, among others, that could cause actual results and
events to differ materially from those described in any
forward-looking statements include risks and uncertainties relating
to: the timing of the proposed transactions described herein; the
ability to satisfy the conditions to closing these transactions;
the ability to obtain regulatory approvals necessary to complete
these transactions; the ability to achieve the anticipated benefits
of these transactions; the effect of this communication on Sempra's
or IEnova's stock prices; transaction costs; the diversion of
management time on transaction-related issues; the effects on these
transactions of industry, market, economic, political or regulatory
conditions outside of Sempra's control; the effects on these
transactions of disruptions to Sempra's or IEnova's respective
businesses; California wildfires,
including the risks that we may be found liable for damages
regardless of fault and that we may not be able to recover costs
from insurance, the wildfire fund established by California
Assembly Bill 1054 or in rates from customers; decisions,
investigations, regulations, issuances or revocations of permits
and other authorizations, renewals of franchises, and other actions
by (i) the Comisión Federal de Electricidad, California Public
Utilities Commission (CPUC), U.S. Department of Energy, U.S.
Federal Energy Regulatory Commission, Public Utility Commission of
Texas, and other regulatory and
governmental bodies and (ii) states, counties, cities and other
jurisdictions in the U.S., Mexico
and other countries in which we do business; the success of
business development efforts, construction projects and
acquisitions and divestitures, including risks in (i) the ability
to make a final investment decision, (ii) completing construction
projects or other transactions on schedule and budget, (iii) the
ability to realize anticipated benefits from any of these efforts
if completed, and (iv) obtaining the consent of partners or other
third parties; the resolution of civil and criminal litigation,
regulatory inquiries, investigations and proceedings, and
arbitrations, including, among others, those related to the natural
gas leak at Southern California Gas Company's (SoCalGas) Aliso
Canyon natural gas storage facility; actions by credit rating
agencies to downgrade our credit ratings or to place those ratings
on negative outlook and our ability to borrow on favorable terms
and meet our substantial debt service obligations; actions to
reduce or eliminate reliance on natural gas, including any
deterioration of or increased uncertainty in the political or
regulatory environment for local natural gas distribution companies
operating in California; weather,
natural disasters, pandemics, accidents, equipment failures,
explosions, acts of terrorism, information system outages or other
events that disrupt our operations, damage our facilities and
systems, cause the release of harmful materials, cause fires or
subject us to liability for property damage or personal injuries,
fines and penalties, some of which may not be covered by insurance,
may be disputed by insurers or may otherwise not be recoverable
through regulatory mechanisms or may impact our ability to obtain
satisfactory levels of affordable insurance; the availability of
electric power and natural gas and natural gas storage capacity,
including disruptions caused by failures in the transmission grid
or limitations on the withdrawal of natural gas from storage
facilities; the impact of the COVID-19 pandemic on capital
projects, regulatory approvals and the execution of our operations;
cybersecurity threats to the energy grid, storage and pipeline
infrastructure, information and systems used to operate our
businesses, and confidentiality of our proprietary information and
personal information of our customers and employees, including
ransomware attacks on our systems and the systems of third-party
vendors and other parties with which we conduct business;
expropriation of assets, failure of foreign governments and
state-owned entities to honor their contracts, and property
disputes; the impact at San Diego Gas & Electric Company
(SDG&E) on competitive customer rates and reliability due to
the growth in distributed and local power generation, including
from departing retail load resulting from customers transferring to
Direct Access and Community Choice Aggregation, and the risk of
nonrecovery for stranded assets and contractual obligations; Oncor
Electric Delivery Company LLC's (Oncor) ability to eliminate or
reduce its quarterly dividends due to regulatory and governance
requirements and commitments, including by actions of Oncor's
independent directors or a minority member director; volatility in
foreign currency exchange, inflation and interest rates and
commodity prices and our ability to effectively hedge these risks;
changes in tax and trade policies, laws and regulations, including
tariffs and revisions to international trade agreements that may
increase our costs, reduce our competitiveness, or impair our
ability to resolve trade disputes; and other uncertainties, some of
which may be difficult to predict and are beyond our
control.
These risks and uncertainties are further discussed in the
reports that Sempra has filed with the U.S. Securities and Exchange
Commission (SEC). These reports are available through the EDGAR
system free-of-charge on the SEC's website, www.sec.gov, and on
Sempra's website, www.sempra.com. Investors should not rely unduly
on any forward-looking statements.
Sempra North American Infrastructure, Sempra LNG, Sempra
Mexico, Sempra Texas Utilities, Oncor and IEnova are not the same
companies as the California
utilities, SDG&E or SoCalGas, and Sempra North American
Infrastructure, Sempra LNG, Sempra Mexico, Sempra Texas Utilities,
Oncor and IEnova are not regulated by the CPUC.
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SOURCE Sempra