FIBRA Prologis Offer for FIBRA Macquarie CBFIs Reflects Discipline with Commitment to Investor Value
MEXICO CITY (May 7, 2026) – FIBRA Prologis (BMV:FIBRAPL 14) today reiterates that its offer for FIBRA Macquarie CBFIs (the “Offer”) is the product of rigorous, disciplined valuation analysis conducted considering the long-term interests of merged FIBRA Prologis and FIBRA Macquarie investors. FIBRA Prologis’s offer reflects what it believes to be a price grounded in supportable fundamentals — not competitive pressure, market anxiety, or a desire to win at any cost – and based on a Transaction and Covenant Agreement that will allow the seamless and well-orchestrated transition of FIBRA Macquarie’s external manager without any removal or termination fees payable by FIBRA Macquarie, FIBRA Prologis, or their respective CBFI holders.
Pursuant to the terms of the Offer, each holder of FIBRA Macquarie may elect to exchange its CBFIs either (i) at the exchange ratio of 0.535 CBFIs of FIBRA Prologis per CBFI of FIBRA Macquarie (the “Exchange Ratio”), or (ii) for cash at a price of MXN$44.00 per CBFI of FIBRA Macquarie, up to a maximum total cash amount of MXN$10,524,510,440 (the “Maximum Cash Amount”). In the event that holders in the aggregate elect to tender their FIBRA Macquarie CBFIs for cash in an amount that exceeds the Maximum Cash Amount, the cash payable to those holders will be reduced proportionally and they will receive the Maximum Cash Amount on a pro rata basis. The remaining balance of their consideration will be paid in CBFIs of FIBRA Prologis at the Exchange Ratio.
FIBRA Prologis remains confident in its offer, its valuation framework, and the protections it has secured for investors, and reminds investors that its tender offer and exchange transaction for up to 100% of the outstanding CBFIs of FIBRA Macquarie is scheduled to expire at 23:59:59 (Mexico City time) on May 12, 2026. No assurance can be given of further extensions or of future offers on comparable terms. Residual FIBRA Macquarie CBFI holders may be unable to participate in any subsequent third-party offer and should consider the limited liquidity that may persist following a successful closing of the FIBRA Prologis tender offer.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED).
The FIBRA Prologis CBFIs offered in FIBRA Prologis’s tender offer have not been registered under the United States Securities Act of 1933 or the securities law of any other jurisdiction, other than Mexico, and may not be offered or sold in the United States (or to a U.S. person) or other jurisdiction absent registration or an applicable exemption from the registration requirements of any such jurisdiction
FORWARD-LOOKING STATEMENTS
The statements in this release that are not historical facts are forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which FIBRA Prologis operates, management's beliefs and assumptions made by management. Such statements involve uncertainties that could significantly impact FIBRA Prologis financial results. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. All statements that address events or developments that we expect or anticipate will occur in the future — including statements relating to the tender offer and the expected benefits and consequences of the tender offer, are all forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) the inability to consummate a tender offer to be launched by FIBRA Prologis, (ii) national, international, regional and local economic climates, (iii) changes in financial markets, interest rates and foreign currency exchange rates, (iv) increased or unanticipated competition for our properties, (v) risks associated with acquisitions, dispositions and development of properties, (vi) maintenance of real estate investment trust ("FIBRA") status and tax structuring, (vii) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (viii) risks related to our investments (ix) environmental uncertainties, including risks of natural disasters, and (x) those additional factors discussed in reports filed with the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the "CNBV"), and the Mexican Stock Exchange by FIBRA Prologis under the heading "Risk Factors." FIBRA Prologis undertakes no duty to update any forward-looking statements appearing in this release. Neither the CNBV nor any other authority has approved or disapproved the content of the information of this release, or the accuracy, adequacy or truthfulness of the information contained herein.
ABOUT FIBRA PROLOGIS
For any questions regarding the foregoing, please contact Alexandra Violante at (aviolante@prologis.com)
Released May 7, 2026