Sempra Launches Cash Tender Offer For Remaining Publicly Held Shares Of IEnova
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 If all publicly held IEnova shares are validly tendered into and not withdrawn from the cash tender offer, the aggregate purchase price for all such shares would be
The cash tender offer is being made pursuant to an Offering Memorandum, dated
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
In accordance with Mexican law, in the event the
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
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.
IEnova develops, builds and operates energy infrastructure in
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.
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;
These risks and uncertainties are further discussed in the reports that Sempra has filed with the
Sempra North American Infrastructure, Sempra LNG, Sempra Mexico,
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Media Contact: Linda Pazin, Sempra, (877) 340-8875, firstname.lastname@example.org; Financial Contact: Lindsay Gartner, Sempra, (877) 736-7727, email@example.com