Mexico: GC as counsel to IFM Investors and Aleatica S.A.U in the up to MXN$8,873,457,068.00 voluntary tender offer launched through the Mexican Stock Exchange to acquire 100% of the free float of Aleatica, S.A.B.

Client or Matter Name
IFM INVESTORS – a global funds manager with US$143 billion under its management, established over 25 years ago and owned by 17 Australian pension funds, operating globally from offices in Melbourne, Sydney, New York, London, Berlin, Zurich, Amsterdam, Tokyo, Hong Kong, and Seoul.

ALEATICA, S.A.U. – a wholly-owned subsidiary of IFM Global Infrastructure Fund, and a global leader in the management, operation, administration, and execution of transportation infrastructure projects, having a significant presence in Mexico, Europe, and Latin America.

Deal Description
We acted as lead counsel to IFM Investors and Aleatica, S.A.U., the latter as offeror (the “Offeror”) – in the up to MXN$8,873,457,068.00 voluntary tender offer launched through the Mexican Stock Exchange to acquire 100% of the free float of Aleatica, S.A.B. de C.V. (the “Offer”).

Citibanamex Casa de Bolsa and Casa de Bolsa Santander acted as intermediaries in the Offer, and Goldman Sachs acted as financial advisor to the Offeror.

Aleatica, S.A.B. de C.V. was incorporated in 2005, and its continued growth since then has positioned it as a relevant transport infrastructure operator in the industry within the metropolitan area of Mexico City, both for the number of concessions awarded and the miles of highways under management. Currently, Aleatica builds, manages, operates, and maintains 7 toll roads and one airport. Of the toll roads, six are in operation and one is under construction.

Innovation & Additional Comments
The Offer provided shareholders of Aleatica, S.A.B. de C.V. with an opportunity to receive a cash payment for their shares, at relevant premiums with respect to their price prior to announcing it.

The Offer was successful with a 99.56% acceptance rate, which is unprecedented in Mexican tender offers.

As for the deal itself, it was highly challenging as it involved a regulated target and it implied having to obtain clearance by Mexican securities regulators, and it also implied launching the Offer through the Mexican Stock Exchange.

The deal involved highly complex players, was subject to market conditions, and required several months to be structured and closed. This also marks the third acquisition tender offer launched by IFM Investors in Mexico during the past 6 years.

Jurisdiction
Mexico, Spain, and United States of America.

Governing Law
Mexican Law.

Deal Value
Up to MXN$8,873,457,068.00 (equal to approximately USD$507,054,689.60).

Deal Duration, Date of Closing / Signing
Deal was publicly announced on: October 5, 2022.

Offer was launched on: August 30, 2023.

Deal was closed on: October 5, 2023.

Practice Area
M&A

Team GC
Partners: José Ignacio Rivero Andere, José Victor Torres Gómez.
Managing Associate: Jacinto Ávalos Capín.
Associates: Rodrigo Poumian González, Héctor Ferrari Ruíz
Law Clerk: Valeria Camacho Bello.

Other firms involved
Latham & Watkins LLP, as US and Spanish counsel to the Offeror.
Partners: Antonio Del Pino; Roderick Branch.
Associates: Ori Assa, María Domingo.

Creel, García-Cuéllar, Aiza y Enriquez, S.C., as Mexican counsel to the intermediaries of the Offer.
Partners: Carlos Zamarrón.
Associates: Mauricio Rascón, Alejandro González Cruz.

Mijares, Angoitia, Cortés, y Fuentes, S.C., as Mexican counsel to the Aleatica, S.A.B. de C.V.
Partners: Martín Sánchez Bretón, Patrick Meshoulam.
Associates: José Pellón.