SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*

 

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.(1) (the “Issuer”)

(Name of Issuer)

 

Series B Shares of Common Stock (“Series B Shares”)

(Title of Class of Securities)

 

4005102(2)

(CUSIP Number)

 

Julio R. Rodriguez, Jr.

Fintech Advisory Inc.

375 Park Avenue

New York, NY 10152

(212) 593-4500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 16, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


(1)  Translation of Issuer’s Name: Central North Airport Group.

(2)  No CUSIP number exists for the underlying Shares, as the Shares are not traded in the United States. The CUSIP number 4005102 is only for the American Depositary Shares (“ADSs”) representing Series B Shares.

 


 

CUSIP No. Not Applicable

 

 

1.

Names of Reporting Persons

David Martínez

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

o

x

3.

SEC USE ONLY

 

 

4.

Source of Funds (see instructions)

N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

¨

6.

Citizenship or Place of Organization

United Kingdom

 

 

Number of
Shares Beneficially
Owned by Each
Reporting
Person with

7.

Sole Voting Power

57,282,377 Series B Shares(3)

 

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

57,282,377 Series B Shares

 

 

10.

Shared Dispositive Power

0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

57,282,377 Series B Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)           

 

o

13.

Percent of Class Represented by Amount in Row (11)

14.7% Series B Shares (See Item 5)

 

 

14.

Type of Reporting Person (see instructions)

IN

 

 

 


(3)  Includes the power to vote and dispose of 7,516,377 Series B Shares owned by SETA and 49,766,000 Series BB shares owned by SETA, which it is entitled to convert into Series B Shares solely upon their disposition to a third party.

 

2


 

CUSIP No. Not Applicable

 

 

1.

Names of Reporting Persons

Fintech Holdings Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

o

x

3.

SEC USE ONLY

 

 

4.

Source of Funds (see instructions)

N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

¨

6.

Citizenship or Place of Organization

Delaware

 

 

Number of
Shares Beneficially
Owned by Each
Reporting
Person with

7.

Sole Voting Power

57,282,377 Series B Shares(4)

 

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

57,282,377 Series B Shares

 

 

10.

Shared Dispositive Power

0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

57,282,377 Series B Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)           

 

o

13.

Percent of Class Represented by Amount in Row (11)

14.7% Series B Shares (See Item 5)

 

 

14.

Type of Reporting Person (see instructions)

HC, CO

 

 

 


(4)  Includes the power to vote and dispose of 7,516,377 Series B Shares owned by SETA and 49,766,000 Series BB shares owned by SETA, which it is entitled to convert into Series B Shares solely upon their disposition to a third party.

 

3


 

CUSIP No. Not Applicable

 

 

1.

Names of Reporting Persons

Bagual S.à r.l.

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

o

x

3.

SEC USE ONLY

 

 

4.

Source of Funds (see instructions)

AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

¨

6.

Citizenship or Place of Organization

Luxembourg

 

 

Number of
Shares Beneficially
Owned by Each
Reporting
Person with

7.

Sole Voting Power

0

 

 

8.

Shared Voting Power(5)

57,282,377 Series B Shares(6)

 

 

9.

Sole Dispositive Power

0

 

 

10.

Shared Dispositive Power

57,282,377 Series B Shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

57,282,377 Series B Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)           

 

o

13.

Percent of Class Represented by Amount in Row (11)

14.7% Series B Shares (See Item 5)

 

 

14.

Type of Reporting Person (see instructions)

HC, CO

 

 

 


(5)  Bagual S.à r.l. owns 19.6% of the capital stock of SETA; Grenadier S.à r.l. owns 21.5% of the capital stock of SETA; Pequod S.à r.l. owns 21.5% of the capital stock of SETA; Harpoon S.à r.l. owns 20.4% of the capital stock of SETA and Expanse S.à r.l. owns 17.1% of the capital stock of SETA.

(6)  Includes the power to vote and dispose of 7,516,377 Series B Shares owned by SETA and 49,766,000 Series BB shares owned by SETA, which it is entitled to convert into Series B Shares solely upon their disposition to a third party.

 

4


 

CUSIP No. Not Applicable

 

 

1.

Names of Reporting Persons

Grenadier S.à r.l.

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

o

x

3.

SEC USE ONLY

 

 

4.

Source of Funds (see instructions)

AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

¨

6.

Citizenship or Place of Organization

Luxembourg

 

 

Number of
Shares Beneficially
Owned by Each
Reporting
Person with

7.

Sole Voting Power

0

 

 

8.

Shared Voting Power(7)

57,282,377 Series B Shares(8)

 

 

9.

Sole Dispositive Power

0

 

 

10.

Shared Dispositive Power

57,282,377 Series B Shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

57,282,377 Series B Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)           

 

o

13.

Percent of Class Represented by Amount in Row (11)

14.7% Series B Shares (See Item 5)

 

 

14.

Type of Reporting Person (see instructions)

HC, CO

 

 

 


(7)  Bagual S.à r.l. owns 19.6% of the capital stock of SETA; Grenadier S.à r.l. owns 21.5% of the capital stock of SETA; Pequod S.à r.l. owns 21.5% of the capital stock of SETA; Harpoon S.à r.l. owns 20.4% of the capital stock of SETA and Expanse S.à r.l. owns 17.1% of the capital stock of SETA.

(8)  Includes the power to vote and dispose of 7,516,377 Series B Shares owned by SETA and 49,766,000 Series BB shares owned by SETA, which it is entitled to convert into Series B Shares solely upon their disposition to a third party.

 

5


 

CUSIP No. Not Applicable

 

 

1.

Names of Reporting Persons

Pequod S.à r.l.

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

o

x

3.

SEC USE ONLY

 

 

4.

Source of Funds (see instructions)

AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

¨

6.

Citizenship or Place of Organization

Luxembourg

 

 

Number of
Shares Beneficially
Owned by Each
Reporting
Person with

7.

Sole Voting Power

0

 

 

8.

Shared Voting Power(9)

57,282,377 Series B Shares(10)

 

 

9.

Sole Dispositive Power

0

 

 

10.

Shared Dispositive Power

57,282,377 Series B Shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

57,282,377 Series B Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)           

 

o

13.

Percent of Class Represented by Amount in Row (11)

14.7% Series B Shares (See Item 5)

 

 

14.

Type of Reporting Person (see instructions)

HC, CO

 

 

 


(9)  Bagual S.à r.l. owns 19.6% of the capital stock of SETA; Grenadier S.à r.l. owns 21.5% of the capital stock of SETA; Pequod S.à r.l. owns 21.5% of the capital stock of SETA; Harpoon S.à r.l. owns 20.4% of the capital stock of SETA and Expanse S.à r.l. owns 17.1% of the capital stock of SETA.

(10)  Includes the power to vote and dispose of 7,516,377 Series B Shares owned by SETA and 49,766,000 Series BB shares owned by SETA, which it is entitled to convert into Series B Shares solely upon their disposition to a third party.

 

6


 

CUSIP No. Not Applicable

 

 

1.

Names of Reporting Persons

Harpoon S.à r.l.

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

o

x

3.

SEC USE ONLY

 

 

4.

Source of Funds (see instructions)

AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

¨

6.

Citizenship or Place of Organization

Luxembourg

 

 

Number of
Shares Beneficially
Owned by Each
Reporting
Person with

7.

Sole Voting Power

0

 

 

8.

Shared Voting Power(11)

57,282,377 Series B Shares(12)

 

 

9.

Sole Dispositive Power

0

 

 

10.

Shared Dispositive Power

57,282,377 Series B Shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

57,282,377 Series B Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)           

 

o

13.

Percent of Class Represented by Amount in Row (11)

14.7% Series B Shares (See Item 5)

 

 

14.

Type of Reporting Person (see instructions)

HC, CO

 

 

 


(11)  Bagual S.à r.l. owns 19.6% of the capital stock of SETA; Grenadier S.à r.l. owns 21.5% of the capital stock of SETA; Pequod S.à r.l. owns 21.5% of the capital stock of SETA; Harpoon S.à r.l. owns 20.4% of the capital stock of SETA and Expanse S.à r.l. owns 17.1% of the capital stock of SETA.

(12)  Includes the power to vote and dispose of 7,516,377 Series B Shares owned by SETA and 49,766,000 Series BB shares owned by SETA, which it is entitled to convert into Series B Shares solely upon their disposition to a third party.

 

7


 

CUSIP No. Not Applicable

 

 

1.

Names of Reporting Persons

Expanse S.à r.l.

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

o

x

3.

SEC USE ONLY

 

 

4.

Source of Funds (see instructions)

AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

¨

6.

Citizenship or Place of Organization

Luxembourg

 

 

Number of
Shares Beneficially
Owned by Each
Reporting
Person with

7.

Sole Voting Power

0

 

 

8.

Shared Voting Power(13)

57,282,377 Series B Shares(14)

 

 

9.

Sole Dispositive Power

0

 

 

10.

Shared Dispositive Power

57,282,377 Series B Shares

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

57,282,377 Series B Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)           

 

o

13.

Percent of Class Represented by Amount in Row (11)

14.7% Series B Shares (See Item 5)

 

 

14.

Type of Reporting Person (see instructions)

HC, CO

 

 

 


(13)  Bagual S.à r.l. owns 19.6% of the capital stock of SETA; Grenadier S.à r.l. owns 21.5% of the capital stock of SETA; Pequod S.à r.l. owns 21.5% of the capital stock of SETA; Harpoon S.à r.l. owns 20.4% of the capital stock of SETA and Expanse S.à r.l. owns 17.1% of the capital stock of SETA.

(14)  Includes the power to vote and dispose of 7,516,377 Series B Shares owned by SETA and 49,766,000 Series BB shares owned by SETA, which it is entitled to convert into Series B Shares solely upon their disposition to a third party.

 

8


 

CUSIP No. Not Applicable

 

 

1.

Names of Reporting Persons.

Servicios de Tecnologia Aeroportuaria, S.A. de C.V.

 

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)

(b)

o

x

3.

SEC USE ONLY

 

 

4.

Source of Funds (see instructions)

N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

¨

6.

Citizenship or Place of Organization

Mexico

 

 

Number of
Shares Beneficially
Owned by Each
Reporting
Person with

7.

Sole Voting Power

57,282,377 Series B Shares(15)

 

 

8.

Shared Voting Power

0

 

 

9.

Sole Dispositive Power

57,282,377 Series B Shares

 

 

10.

Shared Dispositive Power

0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

57,282,377 Series B Shares

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)           

 

o

13.

Percent of Class Represented by Amount in Row (11)

14.7% Series B Shares (See Item 5)

 

 

14.

Type of Reporting Person (see instructions)

HC, CO

 

 

 


(15)  Includes the power to vote and dispose of 7,516,377 Series B Shares owned by SETA and 49,766,000 Series BB shares owned by SETA, which it is entitled to convert into Series B Shares solely upon their disposition to a third party.

 

9


 

Item 1.  Security and Issuer

 

This Amendment No. 12 (the “Twelfth Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on November 1, 2007 (the “Schedule 13D”), as subsequently amended, by David Martínez, Fintech Holdings Inc. (“FH”), Bagual S.à r.l. (“Bagual”), Grenadier S.à r.l. (“Grenadier”), Pequod S.à r.l. (“Pequod”), Harpoon S.à r.l. (“Harpoon”), Expanse S.à r.l. (“Expanse”), Servicios de Tecnologia Aeroportuaria, S.A. de C.V. (“SETA”) (each a “Reporting Person” and together the “Reporting Persons”), with respect to the Series B Shares of Common Stock (“Series B Shares”) of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (the “Issuer”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D, as amended.

 

Item 4.  Purpose of Transaction

 

Item 4 is amended and restated in its entirety to read as follows:

 

On December 22, 2020, the Reporting Persons filed a pre-commencement communication under cover of Schedule TO, announcing a possible U.S. tender offer by the Reporting Persons for at least 19,505,578 Series B Shares of the Issuer (or 5% of the aggregate outstanding shares of the Issuer) and up to 97,527,889 Series B Shares (or 25% of the outstanding shares of the Issuer).

 

On May 24, 2021, the Reporting Persons and Aerodrome Infrastructure S.à r.l., a limited liability company organized under the laws of Luxembourg that is a wholly owned subsidiary of Bagual, Grenadier, Pequod, Harpoon and Expanse (“Aerodrome”, together with the Reporting Persons, the “Offerors”), filed a Schedule TO with the SEC (the “Schedule TO”), which included an Offer to Purchase, and commenced a tender offer pursuant to Rule 14d-1 of the Securities Exchange Act of 1934 (the “Exchange Act”) to purchase up to 97,527,888 Series B Shares held by U.S. Persons and Series B Shares represented by outstanding American depositary shares (whether held or not by U.S. Persons and each representing eight Series B Shares, “ADSs”) (the “U.S. Offer”), considering any Series B Shares purchased in the Mexican Offer (as defined below).  The price for the U.S. Offer is Ps.137 per Series B Share and Ps.1,096 per ADS.  The U.S. Offer is being made in conjunction with an offer by Aerodrome in Mexico directed to holders of Series B Shares, but not holders of ADSs (the “Mexican Offer” and, together with the U.S. Offer, the “Offers”).

 

On June 16, 2021, the Offerors amended the Schedule TO previously filed with the SEC in connection with the U.S. Offer, to, among other things, reduce the aggregate amount of Series B Shares, including Series B Shares represented by ADSs, that the Offerors are offering to purchase in the Offers from 97,527,888 outstanding Series B Shares to 60,155,201 Series B Shares.

 

Except as disclosed in this Item 4, the Offerors have no plans or proposals that relate to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Schedule. The Offerors may in the future acquire Series B Shares or other securities of the Issuer from the Issuer, in the open market, in privately-negotiated purchases or otherwise and may also, depending on then-current circumstances, dispose of all or a portion of the Series B Shares or the Series BB shares owned by the Offerors in one or more transactions and may consider and explore one or more corporate transactions involving the Issuer. The Offerors reserve the right to formulate plans or proposals regarding the Issuer or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Schedule, to the extent deemed advisable by the Offerors.  The Offerors continuously analyze investment opportunities and adjust their allocations of capital, which results in many of the considered transactions not proceeding beyond the evaluation stage.

 

This Twelfth Amendment is not an offer to purchase or a solicitation of an offer to sell any Series B Shares.  Any solicitation or offer will only be made through separate materials filed with the SEC.  The Offerors undertake no obligation to make additional disclosures in connection with the matters described herein except to the extent required by law.  The board of directors of the Issuer is required to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the U.S. Offer.  THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/ RECOMMENDATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS IN CONNECTION WITH THE U.S. OFFER, CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO SUCH OFFER.  The U.S. Offer materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s website: www.sec.gov.

 

10


 

Item 7. Material to Be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended to add the following exhibits:

 

Exhibit
Number

 

Description

 

 

 

27

 

Offer to Purchase, dated May 24, 2021 (incorporated herein by reference to the Tender Offer Statement on Schedule TO filed on May 24, 2021, as amended on June 9, 2021 and on June 16,2021).

 

 

 

28

 

Press Release, issued by the Offerors on June 16, 2021.

 

11


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 16, 2021

 

 

 

DAVID MARTÍNEZ

 

 

 

 

 

By:

/s/ David Martínez

 

 

 

 

 

 

 

 

FINTECH HOLDINGS INC.

 

 

 

 

 

By:

/s/ David Martínez

 

 

 

Name: David Martínez

 

 

 

Title:   Authorized Person

 

 

 

 

 

BAGUAL S.À R.L.

 

 

 

 

 

By:

/s/ Julio Rafael Rodriguez, Jr.

 

 

 

Name: Julio Rafael Rodriguez, Jr.

 

 

 

Title:   Authorized Person

 

 

 

 

 

GRENADIER S.À R.L.

 

 

 

 

 

By:

/s/ Julio Rafael Rodriguez, Jr.

 

 

 

Name: Julio Rafael Rodriguez, Jr.

 

 

 

Title:   Authorized Person

 

 

 

 

 

PEQUOD S.À R.L.

 

 

 

 

 

By:

/s/ Julio Rafael Rodriguez, Jr.

 

 

 

Name: Julio Rafael Rodriguez, Jr.

 

 

 

Title:   Authorized Person

 

 

 

 

 

HARPOON S.À R.L.

 

 

 

 

 

By:

/s/ Julio Rafael Rodriguez, Jr.

 

 

 

Name: Julio Rafael Rodriguez, Jr.

 

 

 

Title:   Authorized Person

 

 

 

 

 

EXPANSE S.À R.L.

 

 

 

 

 

By:

/s/ Julio Rafael Rodriguez, Jr.

 

 

 

Name: Julio Rafael Rodriguez, Jr.

 

 

 

Title:   Authorized Person

 

 

 

 

 

SERVICIOS DE TECNOLOGÍA AEROPORTUARIA
S.A. DE C.V.

 

 

 

 

 

By:

/s/ Christian Whamond

 

 

 

Name: Christian Whamond

 

 

 

Title:   Authorized Person

 

 

 

 

12


Exhibit 28

 

Aerodrome and Affiliates Announce Certain Changes to the Terms of the
Tender Offers for Series B Shares of Grupo Aeroportuario del Centro Norte

 

Mexico City, June 16, 2021 – Aerodrome Infrastructure S.à r.l. (“Aerodrome”) along with its affiliates Servicios de Tecnología Aeroportuaria, S.A. de C.V. (“SETA”), Bagual S.à r.l. (“Bagual”), Grenadier S.à r.l. (“Grenadier”), Pequod S.à r.l. (“Pequod”), Harpoon S.à r.l. (“Harpoon”), Expanse S.à r.l. (“Expanse”), Fintech Holdings Inc. (“FH”), and David Martínez (“Mr. Martínez” and, together with Aerodrome, SETA, Bagual, Grenadier, Pequod, Harpoon, Expanse and FH, the “Offerors”), announced today in connection with their previously announced U.S. offer to purchase for cash (the “U.S. Offer”) up to 97,527,888 outstanding series B shares (“Series B Shares”), including Series B Shares represented by American depositary shares (“ADS,” each ADS representing eight Series B Shares, and, together with the Series B Shares, the “Securities”) of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (“OMA”), that the Offerors expect to be unable to consummate a financing transaction yielding net proceeds sufficient to fund the aggregate cash consideration to be paid in the U.S. Offer and, therefore, the Offerors expect that the financing condition relating to the U.S. Offer will not be satisfied on or prior to 8:00 a.m., New York City time on June 22, 2021, the original expiration date of the U.S. Offer (the “Original Expiration Date”).

 

As a result, the Offerors have decided to effect certain changes to the terms of the U.S. Offer and the terms of the concurrent offer by Aerodrome in Mexico directed to holders of Series B Shares, but not holders of ADSs (the “Mexican Offer” and, together with the U.S. Offer, the “Offers”) as follows:

 

·                  reduce the aggregate amount of Series B Shares, including Series B Shares represented by ADSs, that the Offerors are offering to purchase in the Offers from 97,527,888 outstanding Series B Shares to 60,155,201 Series B Shares.  If the Offers are fully subscribed, the Offerors will beneficially own approximately 30.1% of OMA’s outstanding capital stock upon completion of the Offers;

 

·                  waive any financing condition that must be satisfied on or prior to the expiration of the Offers.  The Offerors expect to fund the aggregate cash consideration to be paid in the Offers with cash on hand and the proceeds of intercompany loans from related parties of the Offerors;

 

·      waive any minimum tender condition that must be satisfied on or prior to the expiration of the Offers; and

 

·                  as a result of the changes described above, the Offerors are:

 

·                  extending the Original Expiration Date of the Offers to 8:00 a.m., New York City time on June 30, 2021 (the “New Expiration Date”) to allow a minimum 10 (ten) business-day period from the date of this announcement to the New Expiration Date for adequate dissemination of this announcement to holders of Securities and investor response; and

 

·                  extending the period for holders of Securities to exercise withdrawal rights to the New Expiration Date.  Any Securities previously tendered and to be tendered prior to the New Expiration Date may be withdrawn at any time at or prior to the New Expiration Date but not thereafter, unless withdrawal rights are required to be reinstated in accordance with applicable law, including in the event tendered Securities have not been accepted for purchase by July 22, 2021 (the day that is 60 days after the commencement date of the Offers).

 

As a result of these changes, the Offerors expect to settle the Offers and pay for tendered and accepted Securities promptly after the New Expiration Date, expected to be 6 (six) business days after the New Expiration Date.

 

American Stock Transfer & Trust Company, LLC, the ADS receiving agent, and J.P. Morgan Casa de Bolsa, S.A. de C.V., J.P. Morgan Grupo Financiero, the Series B Shares receiving agent, have advised the Offerors that, as of 5:00 p.m., New York City time on June 16, 2021, 52,930 Series B Shares and 273,479 ADSs (representing 2,187,832 Series B Shares) have been tendered pursuant to the Offers.

 

The U.S. Offer is being made upon the terms and subject to the conditions set forth in the U.S. offer to purchase, dated May 24, 2021 (as amended and restated from time to time, the “U.S. Offer to Purchase”), and the related ADS letter of transmittal, the Series B acceptance letter and related documents filed by the Offerors with the Securities and Exchange Commission (the “U.S. Tender Offer Materials”).  Other than as described herein, all other terms and conditions of the Offers as described in the U.S. Tender Offer Materials remain unchanged and are in full force and effect.

 


 

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Securities as to when such intermediary would need to receive instructions from such holder in order for that holder to be able to participate in, or withdraw their instruction to participate in, the U.S. Offer, before the deadlines specified herein and in the U.S. Tender Offer Materials. The deadlines set by any such intermediary and the relevant clearing systems for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the U.S. Tender Offer Materials.

 

* * *

 

This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of OMA. Complete terms and conditions of the U.S. Offer are set forth in the U.S. Tender Offer Materials. Holders of Securities are urged to carefully read the U.S. Tender Offer Materials, as well as any amendments and supplements to those documents, because they contain important information. This announcement is not for publication, release or distribution in or into or from any jurisdiction where it would otherwise be prohibited.

 

Copies of the U.S. Tender Offer Materials are available free of charge from D.F. King & Co., Inc., the U.S. information agent for the U.S. Offer. The U.S. information agent may be contacted at, for bankers and brokers call collect: (212) 269 5550, all others call toll free: (800) 488-8035, email: OMA@dfking.com.

 

The ADS receiving agent for the U.S. Offer is American Stock Transfer & Trust Company, LLC. The ADS receiving agent may be contacted at: (877) 248-6417 or (718) 921-8317, fax (718) 234-5001. The Series B receiving agent for the U.S. Offer is J.P. Morgan Casa de Bolsa, S.A. de C.V., J.P. Morgan Grupo Financiero. The Series B receiving agent may be contacted at: +(52 55) 5540-9317.

 

Forward-Looking Statements

 

This announcement contains forward-looking statements.  Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties.  No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.  The Offerors undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

 

Media Contact:

 

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor, New York, NY 10005

Attention: Geoffrey Weinberg

(917) 473-2984

Bankers and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (800) 488-8035

Email: OMA@dfking.com

 

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