FIBRA Macquarie Increases Offer for Terrafina

FIBRA Macquarie México (FIBRA Macquarie), a prominent player in Mexico’s real estate sector, has raised the stakes in its bid to acquire FIBRA Terrafina, unveiling an enhanced non-binding offer that promises substantial benefits for all stakeholders involved. The announcement marks a pivotal moment in the ongoing saga of corporate consolidation within Mexico’s FIBRA market.

FIBRA Macquarie has upped its non-binding exchange ratio for Terrafina’s CBFI holders. Previously set at 1.05x, the new ratio now stands at 1.125x per CBFI. This revised offer is underpinned by a meticulous calculation based on the publicly disclosed Net Asset Value (NAV) per CBFI of both entities, aiming to deliver superior value to Terrafina’s certificate holders.

In tandem with the revised exchange ratio, FIBRA Macquarie has introduced a revamped fee structure designed to further align its operations with the interests of its investors. Under the new arrangement, the management fee paid to its Manager will be reduced by 25 basis points annually on market capitalization levels exceeding US$2.0 billion. 

“We remain confident that a combination of FIBRA Macquarie and Terrafina would create meaningful long term value for all stakeholders as we are able to better capitalize on the opportunities from nearshoring tailwinds. Given our conviction in the merits of our proposed transaction, and the efficiencies that we believe will be realized, we have increased our proposed exchange ratio and modified our management fee structure for the benefit of both FIBRAMQ and Terrafina certificate holders. We are also pleased with the continued progress in achieving the necessary milestones for the transaction and in our ongoing dialogue with our holders toward achieving the necessary approvals,” says Simon Hanna, CEO, FIBRA Macquarie.

The proposed merger between FIBRA Macquarie and Terrafina promises several advantages:

• Most accretive offer for certificate holders from a cash flow earnings perspective.

• Attractive and unique re-rating potential for investors derived from a significant value creation opportunity.

• An institutionalized vehicle with no control group which operates for the benefit of all investors.

• Large combined publicly traded float significantly enhancing the combined entity’s trading liquidity profile.

• Significant embedded value creation opportunities by leveraging the internal operating and development capabilities of FIBRA Macquarie.

• Strong synergy potential to create value and upside for investors.

FIBRA Macquarie says that the proposed transaction is compelling for both FIBRA Macquarie and Terrafina certificate holders, and has the potential to create meaningful value over time.