SAN DIEGO, May 25, 2021 /PRNewswire/ -- Sempra Energy
(NYSE: SRE) today announced the expiration and final results of its
exchange offer to acquire the outstanding shares of IEnova
(Infraestructura Energética Nova, S.A.B de C.V.) not owned
by Sempra Energy. The exchange offer expired on May 24, 2021.
Sempra Energy offered to exchange each outstanding IEnova
ordinary share that it does not own for 0.0323 shares of Sempra
Energy's common stock. Of the 433,242,720 IEnova ordinary shares
eligible for participation in the exchange offer, 381,015,194
ordinary shares were validly tendered and accepted. In exchange for
the ordinary shares, Sempra Energy will issue 12,306,777 shares of
its common stock to the IEnova shareholders who participated in the
exchange offer. Upon the settlement of the exchange offer, which is
expected to occur on May 28, 2021,
Sempra Energy's ownership interest in IEnova will be
96.4%. Sempra Energy achieved its target of exceeding 95%
ownership of IEnova through the exchange offer. Accordingly, Sempra
Energy is one step closer to achieving its goal of acquiring the
remaining 3.6% interest. Also on May 28,
2021, Sempra Energy's common stock will begin to trade on
the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de
C.V. – "BMV"), and will continue to trade on the New York Stock
Exchange.
"We could not be more excited about our successful exchange
offer and the prospect of listing our company's shares on the BMV.
Many of Mexico's most successful
companies are listed there," said Jeffrey
W. Martin, chairman and CEO of Sempra Energy. "This is an
important step forward in advancing our Sempra Infrastructure
platform, which we expect will create scale, unlock portfolio
synergies, highlight value and better position the business for
growth."
"Today's announcement advances our financial strength as part of
the Sempra Infrastructure platform and bolsters our commitment to
investing in the energy infrastructure needed to support
Mexico's economic growth and
overall success for many years to come," 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, 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. In
April, Sempra Energy announced that it has entered into a
definitive agreement to sell a non-controlling, 20% interest in
Sempra Infrastructure 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.
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 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
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;
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, 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, 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, the 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, 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 Energy 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 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 Infraestructura
Energética Nova, S.A.B. de C.V. (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 Energy