from its legal and financial advisors, held an introductory meeting to discuss the proposed exchange offer with representatives of Sempra and its legal and financial advisors.
By resolutions unanimously adopted on January 9, 2021, Sempras board of directors approved launching an exchange offer to acquire all of
IEnovas ordinary shares, other than any IEnova ordinary shares owned directly or indirectly by Sempra. In addition, Sempras board of directors delegated to a committee of the board, the members of which are J. Walker Martin, William D.
Jones and Cynthia L. Walker (the Transaction Committee), the power and authority to review and oversee all negotiations in connection with or related to the exchange offer and authorize specific terms of the exchange offer, including,
without limitation, the Exchange Ratio.
On January 12, 2021, Sempra filed the registration statement of which this prospectus forms
a part with the SEC to conduct the exchange offer in the United States, and on April 16, 2021, Sempra filed an amendment to such registration statement with the SEC.
On January 21, 2021, March 10, 2021, April 6, 2021 and April , 2021, Sempra filed an updated
application with the CNBV in connection with the exchange offer.
From December 2020 to April 2021, members of Sempras senior
management, other members of Sempras management team, including the individuals identified above (excluding, in each case and for the avoidance of any doubt, any of Sempras executives or employees that participate in IEnovas board
of directors), and representatives of Goldman Sachs, Sempras financial advisor, held several discussions with the independent members of the Corporate Practices Committee (who are also the independent members of IEnovas board of
directors) and J.P. Morgan, as independent financial advisor to the Corporate Practices Committee, to evaluate and negotiate the terms of the non-binding proposal submitted by Sempra on December 1, 2020 and the valuation methodology and assumptions
used to determine the Exchange Ratio for Sempras acquisition of the IEnova ordinary shares in the exchange offer as described in this prospectus. In addition, during such period, such representatives of Sempra, the independent members of the
Corporate Practices Committee, and their respective financial advisors engaged in several rounds of negotiations to discuss the Exchange Ratio, the implied price in Mexican pesos of the consideration to be paid for the IEnova ordinary shares
resulting from the application of such Exchange Ratio, the basis of their respective assumptions, the different variables and valuation methodologies used by the parties to determine a fair consideration in the form of shares of Sempra common stock
calculated by applying the Exchange Ratio, and other key terms of the transaction. Also, during such period, representatives of White & Case, LLP and White & Case, S.C., legal counsel to Sempra in the United States and Mexico, respectively,
had several conversations with Mijares, Angoitia, Cortés y Fuentes, S.C., IEnovas Mexican external counsel, and Latham & Watkins, LLP, IEnovas United States external counsel, regarding the potential transaction structure,
timeline and required documentation for the launch of the exchange offer.
On April 9, 2021, the Transaction Committee held a meeting,
with several members of Sempras management team present, to discuss the consideration to be offered in and the timeline of the exchange offer.
By resolutions unanimously adopted on April 10, 2021, the Transaction Committee approved the final specific terms of the exchange offer,
including, without limitation, the Exchange Ratio.
On April 12, 2021, Sempra submitted the Final Offer Letter to the Corporate Practices
Committee, including the definitive Exchange Ratio that will be applied to determine the consideration of the exchange offer that will be payable in the form of shares of Sempra common stock, and filed a Current Report on Form 8-K with the SEC to
report its delivery of such Final Offer Letter.
On April 12, 2021, IEnova published a current report (evento relevante) announcing
the receipt of the Final Offer Letter and that it would be evaluated by IEnovas board of directors, with the recommendation of the Corporate Practices Committee.
39