Dba Sempra · NYSE:SRE
Dba Sempra — Sempra Energy — Merger or Acquisition (April 2021)
24 slides from Dba Sempra's merger presentation, Apr 26, 2021
Slide 1: Exchange Offer Process Overview and Key Transaction Benefits for IEnova Shareholders
• Filed by Sempra Energy Pursuant to Rule 425 under the Securities Act of 1933 • Subject Company: Sempra Energy • Registration Statement File No.: 333-252030 SEMPRA ENERGY Exchange Offer Process Overview and Key Transaction Benefits for IEnova Shareholders April 2021• Filed by Sempra Energy Pursuant
Slide 2: Safe Harbor (1/2)
SAFE HARBOR (1/2) Additional Information and Where to Find It The exchange offer has been submitted to shareholders of Infraestructura Energética Nova, S.A.B. de C.V. (IEnova) for their consideration. In connection with the exchange offer, Sempra Energy has filed a registration statement on Form S-4
Slide 3: Safe Harbor (2/2)
SAFE HARBOR (2/2) Factors, among others, that could cause our actual results and future actions to differ materially from those described in any forward-looking statements include risks and uncertainties relating to: the timing of the proposed transactions described herein; the ability to satisfy th
Slide 4: Table of Contents
TABLE OF CONTENTS Executive Summary Sempra Overview Transaction Overview and Key Benefits 4TABLE OF CONTENTS Executive Summary Sempra Overview Transaction Overview and Key Benefits 4
Slide 5: Executive Summary (1/2)
EXECUTIVE SUMMARY (1/2) Sempra is on a mission to be North America’s premier energy infrastructure company Focusing squarely on what we believe are the most attractive markets in North America 1 Investing in the portion of the energy value chain that should provide attractive risk-adjusted returns 2
Slide 6: Executive Summary (2/2)
EXECUTIVE SUMMARY (2/2) EXCHANGE OFFER DETAILS EXCHANGE OFFER ANTICIPATED BENEFITS TO IENOVA SHAREHOLDERS • Offer to exchange newly-issued shares of Sempra common stock that will be ü Strong Valuation 1 listed on the Mexican Stock Exchange (BMV) for all the ordinary shares of IEnova not held directl
Slide 7: Sempra Overview
SEMPRA OVERVIEW 7SEMPRA OVERVIEW 7
Slide 8: Positioned in North America's Most Attractive Markets
POSITIONED IN WHAT WE BELIEVE ARE NORTH AMERICA’S MOST ATTRACTIVE MARKETS SEMPRA MARKETS RANKED 3RD IN GLOBAL SEMPRA MARKETS ECONOMIC ACTIVITY We prioritize North American markets with 1 2019 Gross Domestic Product strong fundamentals supporting smart, new energy infrastructure investments $21T • To
Slide 9: Focused on Higher-Value, Lower-Risk Infrastructure
FOCUSED ON HIGHER-VALUE, LOWER-RISK INFRASTRUCTURE In addition to focusing on what we believe are the most attractive markets in North America, we are investing in the portion of the energy value chain that should provide attractive risk-adjusted returns Sempra Business Model Exploration Generation
Slide 10: Overview and Strategic Rationale of Sempra Infrastructure Partners
OVERVIEW AND STRATEGIC RATIONALE OF 1 SEMPRA INFRASTRUCTURE PARTNERS This new platform is expected to create scale, unlock portfolio synergies, highlight value and better position the business for growth SEMPRA’S OBJECTIVES 1• Simplifying and scaling a single North American infrastructure platform 2
Slide 11: Transaction Overview and Key Benefits
TRANSACTION OVERVIEW AND KEY BENEFITS 11TRANSACTION OVERVIEW AND KEY BENEFITS 11
Slide 12: Transaction Summary
TRANSACTION SUMMARY THE EXCHANGE OFFER • Offer to exchange newly-issued shares of Sempra common stock that will be listed on the BMV for all ordinary shares of IEnova not held directly or indirectly by Sempra • Exchange ratio of 0.0323 Sempra shares of common stock for each IEnova ordinary share •IE
Slide 13: Key Benefits of the Exchange Offer
KEY BENEFITS OF THE EXCHANGE OFFER The exchange offer should provide IEnova § Strong Valuation 1 shareholders with an attractive investment opportunity which has the following characteristics§ 2 Infrastructure Platform with Growth Opportunity § 3 Well Diversified Infrastructure Platform § 4 Favorabl
Slide 14: Strong Valuation
1 STRONG VALUATION The exchange ratio implies an attractive premium for IEnova shareholders PREMIUM OVER IENOVA'S ORDINARY SHARES AS OF NOVEMBER 27, 2020 AND RELATIVE TO 1 SELECTED TRANSACTIONS 61.0% 30.4% 29.8% 18.7% 2 10.2% 9.4% 2 30-Day Volume-Weighted Average Price (VWAP) 90-Day Volume-Weighted
Slide 15: Infrastructure Platform with Growth Opportunity
2 INFRASTRUCTURE PLATFORM WITH GROWTH OPPORTUNITY The exchange offer will provide IEnova shareholders the opportunity to invest in a company with a historically high-growth infrastructure platform, whose stock will be publicly-listed on the BMV • Sempra’s diversified investment portfolio of regulate
Slide 16: Well Diversified Infrastructure Platform
3 WELL DIVERSIFIED INFRASTRUCTURE PLATFORM SEMPRA PRO FORMA 1 1 IENOVA STATUS QUO SEMPRA U.S. GAAP EARNINGS 1 ADJUSTED EARNINGS Parent & Other North American Discontinued 3 5 Infrastructure Operations 28% U.S. Utility 34% Midstream & 4 2 Infrastructure Power U.S. Utility 51% 100% 4 North American
Slide 17: Favorable Growth Profile
4 FAVORABLE GROWTH PROFILE The exchange offer results in a favorable dividend per share (DPS) growth profile supported by a strong capital commitment • IEnova’s shareholders are expected to benefit from Sempra’s enhanced dividend growth prospects • Sempra has increased its dividend per share by ~9%
Slide 18: Opportunity for Greater Returns
5 OPPORTUNITY FOR GREATER RETURNS 1 TOTAL SHAREHOLDER RETURN, FIVE-YEAR PERIOD ENDED NOVEMBER 27, 2020 80% 60% 53.2% 40% 41.8% Gap 20% 11.5% 0% (20%) Nov-2015 Nov-2016 Nov-2017 Nov-2018 Nov-2019 Nov-2020 IEnova (Peso) Sempra (USD) The exchange offer will allow IEnova’s investors to hold shares of Se
Slide 19: Enhanced Scale & Liquidity
6 ENHANCED SCALE & LIQUIDITY The exchange offer will provide IEnova’s investors the opportunity to transfer ownership to a larger company with a more liquid security • Sempra has a diversified shareholder base including strong institutional investors, resulting in greater trading volumes relative to
Slide 20: Strong + Sustainable Business Model
7 STRONG + SUSTAINABLE BUSINESS MODEL ENVIRONMENTAL STEWARDSHIP SAFETY AND STAKEHOLDERS • By 2045, SDG&E aims to deliver 100% renewable or zero-carbon energy to • A national leader in wildfire risk mitigation at SDG&E electric utility customers • ~90% of Sempra’s 5-year capital plan is dedicated to
Slide 21: Key Takeaways
KEY TAKEAWAYS The exchange offer implies an attractive premium that will provide IEnova shareholders the opportunity to become shareholders of Sempra Energy, which has historically provided 1 superior returns relative to IEnova Infrastructure platform Attractive combination of Greater trading volume
Slide 22: Appendix
APPENDIX 22APPENDIX 22
Slide 23: Reconciliation to U.S. GAAP (1/2)
RECONCILIATION TO U.S. GAAP (1/2) Twelve Months ended December 31, 2020 Pro Forma Adjusted Earnings (Unaudited) In millions of US$ North Sempra Sempra Texas Sempra American Parent & Discontinued Energy SDG&E SoCalGas Utilities U.S. Utilities¹ Mexico² Sempra LNG Infrastructure³ Other Operations Conso
Slide 24: Reconciliation to U.S. GAAP (2/2)
RECONCILIATION TO U.S. GAAP (2/2) Sempra prepares its Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). However, Pro Forma Adjusted Earnings is a non-U.S. GAAP financial measure, which excludes certain items fro