Mexico City, Mexico, December 23, 2020—Mexican airport operator Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., known as OMA (NASDAQ: OMAB; BMV: OMA), informs that yesterday, December 22, 2020, its indirect shareholder, Fintech Holdings Inc. and its affiliates (“Fintech”) filed Amendment No. 10 (the “Tenth Amendment”) amending the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) describing possible transactions under consideration related to its investment in OMA.
As of December 22, 2020, Fintech owned Series B shares and underlying ADRs and Series BB Shares (which convert into Series B Shares upon their disposition to a third party) (the “Series B Shares”) which represented approximately 14.7% of the total outstanding capital stock of OMA.
Fintech informed that it has considered from time to time making a tender offer, in Mexico or globally, for an additional interest in Series B Shares of OMA, without exceeding an aggregate interest of 40% of the aggregate outstanding shares of OMA. In connection with consideration of such an offer, Fintech informed that it has evaluated alternative possibilities for the financial, legal and regulatory structures available for such an offer, and that it has engaged in exploratory discussions regarding those possibilities with, among others, potential providers of financing, potential dealer-managers and regulatory authorities in the United States and Mexico.
Yesterday Fintech filed the Tenth Amendment disclosing that it has recommenced its evaluation of alternative possibilities for the financial, legal and regulatory structures potentially available for such an offer, and its consideration of the size and price for such an offer, but has not determined to proceed, and Fintech stated that there can be no assurance Fintech will proceed with any offer. If Fintech were to proceed with such an offer, Fintech currently expect that any such offer would be for at least 19,505,578 Series B Shares (or 5% of the aggregate outstanding shares of OMA) and up to 97,527,889 Series B Shares (or 25% of the aggregate outstanding shares of OMA) for an expected purchase price of up to Ps.137 per Series B Share (or the corresponding price in US dollars per American Depositary Share representing Series B Shares, based on the applicable US Dollar/Mexican peso exchange rate upon settlement). Fintech stated that the expected offer amount and purchase price disclosed above and the willingness of the reporting persons to proceed with an offer are subject to change based on market conditions, obtaining financing, obtaining regulatory approval in the United States and Mexico, obtaining approval by the board of OMA and other factors, and has indicated that there can be no assurance that it will proceed with any offer. As of the date of the Tenth Amendment, these plans remain preliminary and subject to change, and Fintech has not yet determined to proceed and has not commenced any tender offer. Fintech informed it does not expect to be in a position to commence an offer before the final week of January 2021. Fintech anticipates that it would try to finalize its financing commitments in the first ten business days of any offer, and if it is able to obtain satisfactory financing commitments, Fintech would disclose the terms of such financing commitments to the extent required by applicable law, any financing conditions would then be satisfied and Fintech would maintain the offer open for acceptances for the time prescribed by applicable law.
This communication is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any Series B Shares.
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