Fibra Macquarie Mexico · BIVA:FIBRAMQ/12
Fibra Macquarie Mexico — Merger or Acquisition (April 2024)
26 slides from Fibra Macquarie Mexico's merger presentation, Apr 22, 2024
Slide 1: Non-Binding Tender and Exchange Offer for Terrafina Certificates
FIBRA Macquarie México Non-Binding Tender and Exchange Offer for Fideicomiso Irrevocable F/00939 ("Terrafina") Certificates April 22, 2024 1
Slide 2: Important information
Important information This document has been prepared by Macquarie Asset Management México, S.A. de C.V. No member of the Macquarie Group accepts any liability whatsoever for a direct, indirect, Informativo (the “Exchange Offer Memorandum”) prepared in connection with such potential (“MAM Mexico”),
Slide 3: Overview of FIBRA Macquarie Non-Binding Offer FIBRA Macquarie At-A-Glance Transaction Fundamentals
1 Overview of FIBRA Macquarie Non-Binding Offer 5 2 FIBRA Macquarie At-A-Glance 9 3 Transaction Fundamentals 13 4 Combined Platform Ideally Positioned for Growth 18 3
Slide 4: FIBRA Macquarie proposes non-binding tender and exchange offer for Terrafina certificates
FIBRA Macquarie proposes non-binding tender and exchange offer for Terrafina certificates FIBRAMQ presents a compelling proposal that provides for long term value creation for all security holders: • As a vertically integrated, independent FIBRA, FIBRA Macquarie represents the best alternative for l
Slide 5: Overview of FIBRA Macquarie Non-Binding Offer
01 Overview of FIBRA Macquarie Non-Binding Offer 5
Slide 6: Non-binding offer to acquire 100% of Terrafina CBFIs in a stock-for-stock transaction
FIBRAMQ´s non-binding offer to acquire 100% of Terrafina CBFIs in a stock-for-stock transaction • Fideicomiso Irrevocable F/1622 (“FIBRA Macquarie” or “FIBRAMQ”) is proposing to acquire 100% of Fideicomiso Irrevocable F/00939 (“Terrafina” or “Terra”) outstanding CBFIs in a stock-for-stock transactio
Slide 7: Establishes the most compelling FIBRA positioned to benefit from Mexico market dynamics
Establishes the most compelling FIBRA that is well positioned to benefit from Mexico market dynamics • True merger of equals resulting in the creation of a leading industrial and nearshoring platform in Mexico • Scalability – strong presence in Mexico’s most attractive logistics and manufacturing hu
Slide 8: Accretive transaction for Terrafina's certificate holders
Accretive transaction for Terrafina’s certificate holders Our offer proposes a stock-for-stock transaction, representing a true merger of equals AFFO Accretion Analysis and Pro Forma Achieves All of Terrafina’s Certificate Proposed Exchange Ratio Ownership Structure Holders’ Objectives Institutional
Slide 9: FIBRA Macquarie At-A-Glance
02 FIBRA Macquarie At-A-Glance 9
Slide 10: FIBRA Macquarie, a premier player in the Mexican real estate landscape
FIBRA Macquarie, a premier player in the Mexican real estate landscape with a high quality industrial-focused portfolio 239 Industrial Properties 17 Retail Properties Tijuana Mexicali 35.6m 25/6.3% 13/3.1% Nogales sqft US$1.5bn 2/2.8% Cd. Juárez Market Cap(2) 35/13.0% Total GLA Hermosillo 11/5.4% Ch
Slide 11: FIBRAMQ is well-positioned to leverage its scalable platform
FIBRAMQ is well-positioned to leverage its scalable platform to create value for certificate holders Strong Portfolio Ma Pro High Quality Industrial Focused Portfolio na pe ge rty m en Vertically Integrated Property Administration Platform t ent Deverogram o pm Proprietary Development Program with A
Slide 12: MPA - vertically-integrated property administration platform
MPA - FIBRAMQ’s vertically-integrated property administration platform • MPA is an integrated services platform consisting of a high-quality team of ~90 professionals – MPA is an employer of choice recognized as a Great Place to Work® • Scalable platform with capacity to integrate additional propert
Slide 13: Transaction Fundamentals
03 Transaction Fundamentals 13
Slide 14: FIBRAMQ's proposal is more attractive than other publicly disclosed offers
FIBRAMQ’s proposal to Terrafina is more attractive than other publicly disclosed offers to date Our Offer vs. Cash Deals Our Offer vs. Other Stock-for-Stock Deals •✓ Captures benefits derived from increased trading • ✓ More accretive to Terrafina’s certificate holders, liquidity given relative valua
Slide 15: FIBRAMQ has a demonstrated track record of long-term value creation
FIBRAMQ has a demonstrated track record of long-term value creation Proven by Historic Performance NAV/CBFI (US$, Indexed) 160.0% 59.9% Terrafina certificate 140.0% 120.0% 58.7% 53.2% holders will have 100.0% 80.0% 31.1% access to a platform 60.0% 4Q'20 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 2Q'22 3Q'22 4Q'2
Slide 16: Transaction creates opportunity for re-rating
Transaction creates opportunity for re-rating, unlocking embedded value for all certificate holders Long-term potential to unlock embedded value Drivers of Illustrative Re-Rating P/NAV ✓▪ Increased scale 100.0% (1) ✓▪ Synergy potential 78.4% 75.9% 76.7% ✓▪ Enhanced trading liquidity + = ✓▪ Unlock ac
Slide 17: Offer is competitive against other public stock-for-stock offers
FIBRAMQ’s offer is competitive against other public stock-for-stock offers made to date Our offer envisions a stock-for-stock transaction, representing a true merger of equals Both Companies at NAV (1) FIBRA Macquarie Offer (2) Terrafina Adjusted NAV per CBFI (Ps.) $42.1 (3) FIBRAMQ Adjusted NAV per
Slide 18: Combined Platform Ideally Positioned for Growth
04 Combined Platform Ideally Positioned for Growth 18 18
Slide 19: Strong operating and financial performance of both FIBRAMQ and Terrafina
Strong operating and financial performance of both FIBRAMQ and Terrafina provides a solid platform for continued growth Operating Performance LTM Performance Before Market Disturbance (2023, Figures in US$m) ’21 – ’23 CAGR AFFO per CBFI, US$ 10.7% 5.6% 21.8% Annual Growth $244 $216 of Ordinary Total
Slide 20: True merger of equals | Complementary portfolio combination
True merger of equals | Complementary portfolio combination creates a stronger platform (As of 4Q'23) Contribution Combined Number of 256 291 46.8% 46.8% 53.2% 53.2% 547 Properties GLA 35.6 42.8 45.4% 45.4% 54.6% 54.6% 78.4 (m sqft) Occupancy(1) 97.3% 98.1% 45.2% 45.2% 54.8% 54.8% 97.7% (%) GLA in L
Slide 21: True merger of equals | Increased scale enables accretive growth
True merger of equals | Increased scale well positioned to enable accretive growth (US$m As as of 4Q’23) of 4Q'23 Contribution Combined Revenue 2023 $244 $216 53.0% 53.0% 47.0% 47.0% $461 NOI 2023 $211 $202 51.1% 51.1% 48.9% 48.9% $412 AFFO 2023 $111 $107 50.7% 50.7% 49.3% 49.3% $218 Investment $3,0
Slide 22: Scalability | Most important industrial real estate platform in Mexico
Scalability | Establishment of the most important industrial real estate platform in Mexico MergeCo Industrial Market Cap (US$bn)(1) $3.4 n.a. $5.4 $3.1 Float 97.6%(3) 1st n.a. 58.8%(4) 93.6% P/NAV < 100% n.a. 113.8%(4) 108.5% Number of Properties 547 1st 180 235 213 GLA (m sqft) 78.4 1st 65.0 46.9
Slide 23: Strong synergy potential driven by MPA platform
Strong synergy potential to create additional value driven by FIBRAMQ’s vertically integrated platform, “MPA” Internalized Operating and Development Platform • Combined platform would leverage FIBRAMQ's internal property administration platform with development capabilities, boosting cost efficienci
Slide 24: In-house development platform will drive enhanced growth
FIBRAMQ’s in-house development platform will drive enhanced growth for the combined FIBRA Monterrey FIBRA Macquarie’s Development Program • 1.5m sqft of growth GLA under development or stabilization • LTD US$253m of expansions and development completed or committed at ~11.0% yield, totaling 3.8m sqf
Slide 25: Accretive growth through development to deliver enhanced returns
Accretive growth through development to deliver enhanced returns Year 1 Year 2 Year 3 Year 4 Year 5 Value Creation Investment Plan Goals Re-Rating @7% Cap Rate • Combined platform with access to Organic NOI FIBRAMQ’s in-house development Value Creation Generation $1,517 capabilities and without fees
Slide 26: Contacts
Contacts: Investor relations contact: Juan Carlos Castro Email: juancarlos.castro@macquarie.com Nikki Sacks Tel: +1 203 682 8263 Email: nikki.sacks@icrinc.com For press queries, please contact: FleishmanHillard México Arturo García Arellano Tel: +52 (55) 8664 0910 Email: arturo.garcia@fleishman.com
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