Sempra Energy (NYSE:SRE) made a non-binding proposal to acquire remaining 29.8% stake in Infraestructura Energética Nova, S.A.B. de C.V. (BMV:IENOVA *) from the private investors for MXN 37.7 billion on December 1, 2020. Under the terms of the proposal, Sempra Energy intends to launch an exchange offer to acquire all the outstanding shares of IEnova not owned by Sempra Energy at an exchange ratio of 0.0313 shares of Sempra Energy common stock for each ordinary share of IEnova stock. As part of the exchange offer, Sempra Energy intends to list its exchange shares on the Mexican stock exchange (Bolsa Mexicana de Valores, S.A.B de C.V.) (BMV). As on April 12, 2021, Sempra Energy delivered a non-binding offer letter (the “Final Offer Letter”) to the Corporate Practices Committee of IEnova's Board of Directors, pursuant to which Sempra conveyed its intention to conduct the exchange offer at an exchange ratio of 0.0323 shares of Sempra common stock for each IEnova ordinary share. 433.2 million IEnova ordinary shares outstanding as of April 12, 2021, Sempra currently expects to issue approximately 13.9 shares of its common stock if the exchange offer is fully subscribed. Additionally, Sempra Energy announced plans for the formation of a new business platform, Sempra Infrastructure Partners that will unify ownership of Sempra LNG and Infraestructura Energética Nova, S.A.B. de C.V. Sempra Energy has initiated a process to sell a non-controlling interest in Sempra Infrastructure Partners to fund growth. Post-closing, all of the Infraestructura Energética Nova, S.A.B. de C.V.'s ownership will be consolidated under Sempra Energy.

Sempra Energy has filed a preliminary prospectus and exchange offer documents with Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) (CNBV) and BMV and intends to file a registration statement on Form S-4 with U.S. Securities and Exchange Commission (SEC). Sempra LNG and Infraestructura Energética Nova, S.A.B. de C.V. are anticipated to continue to manage their day-to-day operations. The Board of Directors of Infraestructura Energética Nova, S.A.B. de C.V., with the opinion of its Corporate Practices Committee, will conduct an evaluation of the proposed tender offer in the terms and timeframe required by the Mexican Securities Law. The transaction is subject to IEnova Board approval, obtaining all required corporate, governmental and regulatory approvals, authorization from the SEC, CNBV and BMV and the satisfaction of other customary conditions. The Board of Sempra resolved on the offer on November 3, 2020. The transaction is expected to close in the first quarter of 2021. The offer will begin from April 26, 2021 and will end on May 24, 2021. The settlement date for the offer will be May 28, 2021. The transaction is expected to be accretive to Sempra Energy's earnings per share. J.P. Morgan Securities LLC acted as independent financial advisor and fairness opinion provider to Corporate Practices Committee of Infraestructura Energética Nova.

Sempra Energy (NYSE:SRE) completed the acquisition of additional 26.2% stake in Infraestructura Energética Nova, S.A.B. de C.V. (BMV:IENOVA *) from the private investors for MXP 33.7 billion on May 24, 2021. The exchange offer expired on May 24, 2021. Sempra Energy offered to exchange each outstanding Infraestructura Energética ordinary share that it does not own for 0.0323 shares of Sempra Energy's common stock. Of the 433,242,720 IEnova ordinary shares eligible for participation in the exchange offer, 381,015,194 ordinary shares were validly tendered and accepted. In exchange for the ordinary shares, Sempra Energy will issue 12,306,777 shares of its common stock to the IEnova shareholders who participated in the exchange offer. Upon the settlement of the exchange offer, which is expected to occur on May 28, 2021, Sempra Energy's ownership interest in IEnova will be 96.4%. Sempra Energy achieved its target of exceeding 95% ownership of IEnova through the exchange offer. Accordingly, Sempra Energy is one step closer to achieving its goal of acquiring the remaining 3.6% interest. Also on May 28, 2021, Sempra Energy's common stock will begin to trade on the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V. – "BMV"), and will continue to trade on the New York Stock Exchange. As on May 25, 2021, S&P Dow Jones Indices announces the removal of Infraestructura Energetica Nova S.A.B. de C.V from S&P/BMV IPC and all other S&P/BMV Indices where it is a constituent effective prior to the open of trading on May 28, 2021. As of June 17, 2021, Sempra Energy carried out the public offer for the acquisition of remaining 3.6% Public Shares of Infraestructura Energética and reciprocal subscription of common shares of the share capital of Infraestructura Energética, subject to approval of Sempra Energy Board of Directors or a committee authorized for this purpose, and will be the higher of the Quote Value of the Public Shares of the Issuer. The offer execution date is expected to have place in July 2021 to August 2021.