SAN DIEGO, April 26, 2021 /PRNewswire/ -- Sempra Energy
(NYSE: SRE) today announced that it has launched its exchange offer
to acquire all the outstanding shares of IEnova (Infraestructura
Energética Nova, S.A.B de C.V.) not owned by Sempra Energy. As
part of the exchange offer, Sempra Energy intends to list its
shares of common stock on the Mexican stock exchange (Bolsa
Mexicana de Valores, S.A.B de C.V.
– "BMV").
"At Sempra Energy, we are excited to launch the process to list
our company's shares on the BMV," said Jeffrey W. Martin, chairman and CEO of Sempra
Energy. "As part of the Sempra Energy family of companies, IEnova
has delivered critical energy infrastructure to the country of
Mexico for over two decades,
supporting economic growth and the health and prosperity of
millions. We look forward to building on that track record of
success and collaboration."
In the exchange offer, Sempra Energy is offering to exchange
each outstanding IEnova ordinary share that it does not own for
0.0323 shares of Sempra Energy's common stock. The exchange offer
was launched today and is expected to expire at 3 p.m. ET (New
York City Time) or 2 p.m. CT (Mexico City Time), on
May 24, 2021, unless the offer period
is extended.
"We are excited to continue contributing to Mexico's bright future through our investments
in critical energy infrastructure to support economic
collaboration, expansion and prosperity in the country," said
Tania Ortiz, CEO of IEnova.
The exchange offer is part of a series of transactions
originally announced in December 2020
that are intended to simplify Sempra Energy's non-utility
infrastructure investments under one self-funding platform, Sempra
Infrastructure Partners, combining the strengths of Sempra LNG, a
leading developer of liquefied natural gas (LNG) export
infrastructure, and IEnova, one of the largest private energy
companies in Mexico and a leading
developer and operator of renewables and natural gas infrastructure
in that country. The new platform is expected to create scale,
unlock portfolio synergies, highlight value and better position the
business for growth. Earlier this month, Sempra Energy announced
that it has entered into a definitive agreement to sell a
non-controlling, 20% interest in Sempra Infrastructure Partners to
KKR for $3.37 billion in cash,
subject to adjustments.
About Sempra Energy
Sempra Energy's mission is to be North
America's premier energy infrastructure company. The Sempra
Energy 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 Energy 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 Energy 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
Energy, please visit Sempra Energy'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.
IEnova was the first energy infrastructure company to be listed on
the Mexican Stock Exchange.
Additional Information and Where to Find It
The exchange offer has been submitted to shareholders of
Infraestructura Energética Nova, S.A.B. de C.V. (IEnova) for their
consideration. In connection with the exchange offer, Sempra Energy
has filed a registration statement on Form S-4 (File No.
333-252030) with the U.S. Securities and Exchange Commission (SEC)
that includes a prospectus relating to the offer and sale of the
Sempra Energy common stock to be issued in the exchange offer,
which registration statement has been declared effective by the
SEC, and has filed a prospectus and exchange offer documents with
the Mexican National Banking and Securities Commission (Comisión
Nacional Bancaria y de Valores) (CNBV) and the Mexican Stock
Exchange (Bolsa Mexicana de Valores, S.A.B de C.V.), which has been
approved by the CNBV (such registration statement, the prospectus
included therein, and prospectus and exchange offer documents are
referred to collectively as the Offer Documents). Shareholders are
urged to read the Offer Documents carefully and in their entirety,
along with any other relevant documents or materials filed or to be
filed with the SEC or the CNBV in connection with the exchange
offer or incorporated by reference therein, because they contain
important information about the exchange offer and the parties
thereto. The Offer Documents are available free of charge at the
SEC's internet website, www.sec.gov, and on the CNBV's website,
www.gob.mx/cnbv. The Offer Documents may also be obtained free of
charge by directing a written request to Sempra Energy, Attn:
Corporate Secretary, at 488 8th Avenue, San Diego, California 92101.
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 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. No offering of
securities in the United States or
Mexico will be made except
pursuant to the Offer Documents and by means of the prospectuses
included therein and the related materials filed with the SEC and
the CNBV.
Certain Information Concerning Participants
Sempra Energy and its directors, executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of tenders of securities in
connection with the proposed exchange offer. Information about
Sempra Energy's directors and executive officers is included or
incorporated by reference in its Annual Report on Form 10-K for the
year ended December 31, 2020 filed
with the SEC on February 25,
2021.
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 Energy's
performance or opportunities, and any other statements regarding
Sempra Energy'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," 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 our actual results
and future actions 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
Energy'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 Energy's control; the
effects on these transactions of disruptions to Sempra Energy'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, 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 major 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; the impact of the COVID-19
pandemic on our capital projects, regulatory approval processes,
supply chain, liquidity and execution of operations; 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;
moves to reduce or eliminate reliance on natural gas and the impact
of volatility of oil prices on our businesses and development
projects; weather, natural disasters, pandemics, accidents,
equipment failures, explosions, acts of terrorism, computer system
outages and other events that disrupt our operations, damage our
facilities and systems, cause the release of harmful materials,
cause fires and subject us to liability for property damage or
personal injuries, fines and penalties, some of which may not be
covered by insurance (including costs in excess of applicable
policy limits), 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, limitations on the withdrawal of natural gas
from storage facilities, and equipment failures; cybersecurity
threats to the energy grid, storage and pipeline infrastructure,
the information and systems used to operate our businesses, and the
confidentiality of our proprietary information and the personal
information of our customers and employees; 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 and interest and inflation 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 Energy has filed with the SEC. These reports
are available through the EDGAR system free-of-charge on the SEC's
website, www.sec.gov, and on Sempra Energy'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.
Website References
None of the website references in this press release are
active hyperlinks, and the information contained on, or that can be
accessed through, any such website is not, and shall not be deemed
to be, part of this document.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/sempra-energy-launches-exchange-offer-for-publicly-owned-shares-of-ienova-301276876.html
SOURCE Sempra Energy