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News

15 June 2017

Magenta Infraestructura Announces Launch of Cash Tender Offer to Acquire up to 100% of OHL Mexico’s Public Shares

Mexico City, June 14, 2017 – OHL Mexico S.A.B de C.V. (“OHL Mexico”) (BMV: OHLMEX). Today OHL México, S.A.B. de C.V. informed the general  investing public that OHL Concesiones and IFM Global Infrastructure Fund, through Magenta Infraestructura, S.L. will launch tomorrow an all cash tender offer through the Mexican Stock Exchange to acquire up to 100% of the publicly held shares in OHL Mexico at a price of MXN $27.00 per share.

The Board of Directors of OHL Mexico, by resolution of its independent members, has opined that the offer price is fair from a financial point of view, taking into consideration both the opinion issued by the independent expert, Rothschild (Mexico) S.A. de C.V., and the opinion of the Corporate Practices Committee of OHL México.

As stated in the opinion issued by the Board of Directors of OHL Mexico, certain members of the Board of

Directors and CEO, who are Related Persons (as such term is defined in the Securities Market Law) of the Offeror, abstained from participating in the OHL Mexico Board meeting in which it was resolved whether the acquisition price is fair from a financial point of view. The independent members of the Board of Directors that determined the acquisition price to be fair from a financial point of view, have no conflicts of interest with respect to the Offer.

IFM has been a partner to OHL Mexico since 2015, when it invested in the Circuito Exterior Mexiquense. Incorporated over 20 years ago and owned by 28 Australian pension funds, IFM is a global infrastructure fund that is committed to the Principles for Responsible Investment of the United Nations. IFM manages over US$62 billion of assets and has significant experience in toll road investments across Mexico, the US, UK and Australia. This transaction represents an excellent way to expand and strengthen the relationship.

The offer is subject to various conditions, including a minimum acceptance condition that would allow the

Offeror and affiliates, to hold at least 95% of the outstanding capital stock of OHL Mexico. If the offer conditions are satisfied and the tender offer is completed, OHL Concesiones, directly or through its affiliates, will maintain its current participation in OHL Mexico, considering that IFM GIF, through the Offeror, will indirectly acquire all of the publicly held shares of OHL Mexico that accept the offer pursuant to its terms and conditions.

The offer will open tomorrow morning and close at 2.00pm (Mexico time) on Wednesday, July 19, 2017, unless extended. For further information regarding the offer, please refer to the offering memorandum related to the Offer or visit www.ohlmexico.com.mx, www.bmv.com.mx; and www.gob.mx/cnbv.

 

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