José Ignacio Rivero and José Victor Torres

GC assists IFM and Aleatica in tender offer

Gonzalez Calvillo has assisted IFM Investors and Aleatica, the latter as bidder, in the voluntary tender offer for up to MXN $8,873,457,068.00 (approximately USD $507,054,689.60).

The tender offer, launched on 30 August, was conducted through the Mexican Stock Exchange to acquire up to 100% of the shares of Aleatica, placed among the general investor public, where 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.

The transaction closed on 5 October and involved the jurisdictions of Mexico, Spain and the United States. Latham & Watkins acted as counsel to Aleatica in the US and Spain; Creel García-Cuéllar Aiza y Enríquez acted as Mexican counsel to the intermediaries in the offer; and Mijares Angoitia Cortés y Fuentes acted as Mexican counsel to Aleatica.

The offer provided Aleatica shareholders with the opportunity to receive a cash payment for their shares at a relevant premium to their pre-announcement price.

The offer was successful with 99.56% acceptance, which is unprecedented for public offerings in Mexico.

The advisory involved a regulated asset and implied the need to obtain authorisation from the Mexican securities regulators and involved making the offer through the Mexican Stock Exchange. The transaction involved highly complex parts, was subject to market conditions and required several months to structure and close. This also marks the third takeover bid made by IFM Investors in the last 6 years.

IFM Investors is a global fund manager with US$143 billion under management; incorporated 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 is an indirect subsidiary of IFM Global Infrastructure Fund and a global leader in the management, operation, administration and execution of transport infrastructure projects, with a significant presence in Mexico, Europe and Latin America. It was incorporated in 2005 and, since then, its continuous growth has positioned it as a relevant transport infrastructure operator in the industry within the Mexico City metropolitan area, both in terms of the number of concessions won and the number of kilometres of highways managed. Aleatica currently builds, manages, operates and maintains 7 toll roads and an airport. Of the toll roads, six are in operation and one is under construction.

Latham & Watkins’ team consisted of partners Antonio Del Pino and Roderick Branch and associates Ori Assa and María Domingo.

Creel García-Cuéllar Aiza y Enríquez’s team comprised partner Carlos Zamarrón, and associates Mauricio Rascón and Alejandro González Cruz.

Mijares Angoitia Cortés y Fuentes’ team included partners Martín Sánchez Bretón and Patrick Meshoulam, and associate José Pellón.

GC’s team was led by partners José Ignacio Rivero Andere (pictured left) and José Victor Torres Gómez (pictured right), with support from managing associate Jacinto Ávalos Capín, associates Rodrigo Poumian González and Héctor Ferrari Ruíz, and law clerk Valeria Camacho Bello.

L Giselle Estrada