FIBRA Prologis Completes Terrafina Tender Offer, Will Own 99.82%

Mexican Real Estate Investment Trust (FIBRA) FIBRA Prologis announced the results of its tender offer for the outstanding CBFIs of Terrafina. The offer, which has now expired, was for up to 100% of the CBFIs not already owned by the company, at a price of MXN$42.50 (US$2.32) per CBFI. The company considers this acquisition will consolidate it as the largest publicly traded industrial platform in Mexico.

FIBRA Prologis reported it received acceptance letters for 77,093,907 Terrafina CBFIs. This represents 9.81% of the outstanding CBFIs that were not already owned by the company. The settlement of the offer will take place on Nov. 14, 2025. Upon completion, FIBRA Prologis will own 99.82% of the outstanding Terrafina CBFIs.

As a result of owning more than 95% of the total outstanding CBFIs, FIBRA Prologis will proceed with the necessary actions to approve a delisting of the Terrafina CBFIs. The company stated that it will create a payment trust to allow any holdouts to sell their remaining CBFIs at the offer price.

Terrafina Acquisition: Slow But Steady Process

After tendering to acquire Terrafina, FIBRA Prologis was the selected offer, against major developers and FIBRAs, such as FIBRA Macquarie and Blackstone Real Estate and its partner MRP Group, as reported by MBN. 

FIBRA Prologis first acquired a controlling 77.13% interest in Terrafina on Aug. 6, 2024. The company continued to increase its ownership through additional acquisitions, reaching 89.88% by Nov. 26, 2024, and 90.01% as of Sep. 30, 2025, through open market purchases. Additionally, in August 2025, Terrafina's trustee was changed from CIBanco to Banco Actinver, though this did not affect Terrafina's legal structure, the company reports on its 3Q25 financial report. One year ago, we achieved a transformational milestone with the acquisition of Terrafina, making FIBRA Prologis the largest publicly traded industrial platform in Mexico. We now own 90% of the company and recently launched a third tender offer for the remaining 10%. In the meantime, we operate as a single, unified business, and this integration is clearly reflected in our results,” said Héctor Ibarzábal, CEO, FIBRA Prologis.

In the report, FIBRA Prologis also stated its intention to dispose of approximately 50% of the leasable area of Terrafina's assets, subject to obtaining necessary government authorizations. According to the announcement, the proceeds from such potential transactions would be used mainly for the payment of short-term debt, distributions to holders, and the acquisition of strategic industrial real estate in Mexico. FIBRA Prologis noted that as of the date hereof, there is no binding commitment for such disposals.

As of Sep. 30, 2025, the company's portfolio consisted of 515 investment properties totaling 87.0 million ft². This includes 348 logistics and manufacturing facilities, representing 65.7 million ft² of Gross Leasable Area (GLA), which are concentrated in six industrial markets in Mexico. The properties in these core markets were leased to 347 customers. The portfolio is divided between Global Markets (Mexico City, Monterrey, and Guadalajara), which account for 61.8% of net effective rents, and Regional Markets (Tijuana, Reynosa, and Ciudad Juarez), which account for the remaining 38.2%.