SERVICIO DE ADMINISTRACIÓN Y ENAJENACIÓN DE BIENES
(PROPERTY MANAGEMENT AND DISPOSAL SERVICE)
INVITATION TO PUBLIC AUCTION
LPEM Nº 01/15
FOR THE SALE OF PORTFOLIOS COMPRISED OF INDUSTRIAL UNITS
OPERATING AS SUGAR MILLS
The Property Management and Disposal Service (“SAE”), with address at Av. Insurgentes Sur No. 1931, Col. Guadalupe Inn, C.P. 01020, Delegación
Álvaro Obregón, in Mexico City, Federal District, pursuant to the provisions of Articles 134 of the Political Constitution of the United Mexican States;
1º section VII and paragraphs three and four, subsequent to sections; 31, section II and paragraph three; 33, 36, 38 section I and last paragraph; 38
bis, 40, 43, 44 through 51 of the Federal Law for the Administration and Disposal of Property of the Public Sector (“LFAEBSP”); 33 bis 1 of the Federal
Antitrust Law published in the Official Gazette of the Federation on December 24th of 1992, and 58 of its Regulations related with second transitory
article, second paragraph, of the publication of the Federal Antitrust Law published in the Official Gazette of the Federation on May 23th of 2014; 38,
sections I, II, IV, VI, VII, VIII, IX, X, XI, XII, XIII and XIV, 40 bis through 50 of the Regulations of the Federal Law for the Administration and Disposal
of Property of the Public Sector (“RLFAEBSP”) and numerals ONE, TWO, THREE, FIVE, SEVEN, ELEVEN, FOURTEEN, FIFTEEN TER and from
SIXTY SIX through SEVENTY of the Policies, Rules and Guidelines of the Property Management and Disposal Service for the Sale of the Movable
Property, Real Estate, Financial Assets and Business that Are Transferred, published in the Official Gazette of the Federation on August 14, 2008, as
well as its amendments published in said Official Gazette (“POBALINES”); hereby issues the invitation to public auction (“INVITATION TO PUBLIC
AUCTION”) rules for the sale process of the Public Auction LPEM Nº 01/15 (“AUCTION”) for the sale of portfolios comprised of Industrial Units
operating as sugar mills (“INDUSTRIAL UNITS”), that include movable and real estate property, such as machinery and equipment, transport
equipment, land, buildings and structures, storage tanks, warehouses, workshops, laboratories and devices, power plants, real estate allocated for
housing of workers and sugar warehouses, transferred to SAE by the Ministry of Agriculture, Livestock, Rural Development, Fisheries and Food
(“SAGARPA”), and the Ministry of Public Administration (“SFP”), in the latter case through the Institute of Administration and Valuation of National
Property (“INDAABIN”) and the rights and obligations described in the terms of sale of the AUCTION (“TERMS OF SALE”).
Capitalized terms used herein and that are not otherwise defined, shall have the meanings ascribed to them in the TERMS OF SALE.
The nine INDUSTRIAL UNITS operating as sugar mills being sold in this AUCTION now represent increased costs to the State, as they do not allow
these resources to be allocated to other goods or services that will meet greater collective needs that the public is interested in having the State
resolve.
Also, with the sale of the INDUSTRIAL UNITS its expected to generate a direct benefit to the society, given that it will enhance sustainable and
sustained development in the agro-industrial and productive sectors and competitiveness in the sugarcane sector and the domestic sugar industry, to
benefit consumers, manufacturers and workers related to this important productive sector through investments with a long-term view for modernization,
innovation, renewal and transformation of these industrial plants.
It should be noted that the effects and consequences of the sale of the INDUSTRIAL UNITS through a public auction are above any particular interest,
since otherwise the attainment of the public purposes could not be guaranteed under the rules and principles laid down in Article 134 of the Constitution,
since the interests of those who might be affected are subordinated to the public interest pursued by these procedures.
Even the Mexican Judiciary Authority of the Federation has been unanimous in its determinations holding that auctions like this one are of public order
and social interest those tendering procedures which are intended to acquisitions, leasing and sales of all kinds of goods, because this allows to
administer with efficiency, effectiveness, economy, transparency and honesty, public resources, while the state gets the better conditions in terms of
price, quality, funding and opportunity to meet the objectives to which it is bound.
Therefore, to address the principles of effectiveness, efficiency and economy, with which the financial resources of the Federal Government must be
managed, we hereby issue this INVITATION TO PUBLIC AUCTION.
1. PURPOSE OF THE AUCTION. PORTFOLIOS comprised of the INDUSTRIAL UNITS are as follows:
PORTFOLIO
1
INDUSTRIAL UNITS
Address
Atencingo
Domicilio Conocido s/n,
carretera
Izúcar
de
Matamoros,
Atencingo,
Chietla, Puebla, C.P. 74583
Impulsora de la
Cuenca del
Papaloapan,
conocido como San
Cristóbal
El Potrero
2
San Miguelito
Nicolás Bravo #5, Centro,
Carlos A. Carrillo, Veracruz,
C.P. 95330
Calle Principal s/n, Centro,
Villa
General
Miguel
Alemán, Atoyac, Veracruz,
C.P. 94965
Km. 2 Carretera Córdoba –
Amatlán,
Buena
Vista,
Córdoba, Veracruz, C.P.
94680
Values
Share in
Domestic
Sugar Market*
Price before V.A.T.:
$1,753,589,373.17 M.N.
V.A.T.:
$203,410,626.83 M.N.
8.3%
BASE PURCHASE PRICE:
$1,957,000,000.00 M.N.
Price before V.A.T.:
$1,730,535,601.26 M.N.
V.A.T.:
$221,464,398.74 M.N.
BASE PURCHASE PRICE:
$1,952,000,000.00 M.N.
4.1%
SERVICIO DE ADMINISTRACIÓN Y ENAJENACIÓN DE BIENES
(PROPERTY MANAGEMENT AND DISPOSAL SERVICE)
INVITATION TO PUBLIC AUCTION
LPEM Nº 01/15
FOR THE SALE OF PORTFOLIOS COMPRISED OF INDUSTRIAL UNITS
OPERATING AS SUGAR MILLS
PORTFOLIO
INDUSTRIAL UNITS
Address
Casasano-La Abeja
Avenida Benito Juárez #113,
Casasano,
Cuautla,
Morelos, C.P. 62749
Emiliano Zapata
Avenida Lázaro Cárdenas
#51, Lázaro
Cárdenas,
Zacatepec
de
Hidalgo,
Morelos, C.P. 62780
3
El Modelo
4
La Providencia
Salvador Esquer #9, El
Modelo, Ciudad Cardel, La
Antigua, Veracruz, C.P.
91685
Calle 3 s/n, entre avenidas
Libertadores e Igualdad,
Centro,
Providencia,
Cuichapa, Veracruz, C.P.
94920
Share in
Domestic
Sugar Market*
Values
Price before V.A.T.:
$1,063,111,647.75 M.N.
V.A.T.:
$136,888,352.25 M.N.
4.1%
BASE PURCHASE PRICE:
$1,200,000,000.00 M.N.
Price before V.A.T.:
$1,371,311,942.27 M.N.
V.A.T.:
$195,688,057.73 M.N.
3.4%
BASE PURCHASE PRICE:
$1,567,000,000.00 M.N.
Price before V.A.T.:
$1,304,364,703.24 M.N.
5
Plan de San Luis
Domicilio Conocido s/n,
Ejido La Hincada, Ciudad
Valles, San Luis Potosí, C.P.
79236
V.A.T.:
$167,635,296.76 M.N.
2.3%
BASE PURCHASE PRICE:
$1,472,000,000.00 M.N.
* Source: Calculation prepared by the SAE based on the closing information of the 2013/2014 harvest of the National Committee for the Sustainable Development of
Sugarcane (CONADESUCA)/SAGARPA with date of the sugar mills (percentage of sugar produced by or the INDUSTRIAL UNITS that make up each PORTFOLIO with
respect to the total sugar produced domestically).
a) The description, condition, and location of the PROPERTY and characteristics, quantity and unit of measure of the MOVABLE PROPERTY and
total surface area, meets and bounds of the REAL ESTATE are specified in the annexes to the TERMS OF SALE and the DATA ROOM, as
well as the website http://ingenios.sae.gob.mx.
b) The REAL ESTATE are offered "ad corpus" and, in general, with the physical, material and legal conditions they have in accordance with the
provisions of Articles 2261 and 2290 of the Federal Civil Code.
c) The MOVABLE PROPERTY shall be sold together with each INDUSTRIAL UNIT, in a seal-bid first price auction, in the state and with the
physical, mechanical, legal and documentary conditions they have and in the place where they are.
d) In addition to the sale of the PROPERTY, the purpose of the AUCTION also involves the transfer by FEESA and/or the VEHICLES, in favor of
the SUCCESSFUL BIDDER, or the assumption by the SUCCESSFUL BIDDER, of certain RIGHTS and OBLIGATIONS related with the
operation of the INDUSTRIAL UNITS and that are specified in the TERMS OF SALE and DATA ROOM.
e) The status and the physical and legal conditions of the PROPERTY, the RIGHTS and OBLIGATIONS may be verified and valued by the
BIDDERS and/or third parties designated by them, on visits to the DATA ROOM and the INDUSTRIAL UNITS.
f) The INDUSTRIAL UNITS do not include actions, coupons and/or securities representing the capital of any company.
2. AUCTION SCHEDULE.
Process
Location
Date
Publication of INVITATION TO BID
Newspapers: Official Gazette of the Federation, El
Universal, Reforma, Excelsior, El Financiero y El
March 26, 2015
Economista
Website: http://ingenios.sae.gob.mx
Payment of TERMS OF SALE
Refer to section 3 of this INVITATION TO BID
Patricio Sanz No. 1609, Torre B, Piso 6, Col. Del
Valle, Delegación Benito Juárez, C.P. 03100, México,
D.F.
Filing Office of the COFECE located at Av. Santa Fe
Request of opinion of the BIDDERS to the
505, Piso 14, Col. Cruz Manca, Delegación
Federal Antitrust Commission (COFECE)
Cuajimalpa, C.P. 05349, México, D.F.
Registration of BIDDERS
From March 26 to
April 17, 2015
From March 26 to
April 22, 2015
April 23 and 24,
2015
Time
Not Applicable
Refer to section 3 of
this INVITATION TO
BID
Monday to Friday
from 9:00 am to 5:00
pm
From 8:00 am to 2:00
pm and from 3:00 pm
to 4:30 pm
SERVICIO DE ADMINISTRACIÓN Y ENAJENACIÓN DE BIENES
(PROPERTY MANAGEMENT AND DISPOSAL SERVICE)
INVITATION TO PUBLIC AUCTION
LPEM Nº 01/15
FOR THE SALE OF PORTFOLIOS COMPRISED OF INDUSTRIAL UNITS
OPERATING AS SUGAR MILLS
Process
Location
Date
Patricio Sanz No. 1609, Torre B, Piso 6, Col. Del
From March 26 to
Valle, Delegación Benito Juárez, C.P. 03100, México,
June 10, 2015
Physical and electronic visits to the DATA
D.F.
ROOM
From March 26 to
Website: https://ingeniosfeesa.securevdr.com
June 10, 2015
From march 26 to
June 5, 2015
Physical visits to the INDUSTRIAL UNITS
Address of the INDUSTRIAL UNITS
Clarifications Meeting
Address of the SAE, at Av. Insurgentes Sur No. 1931,
P.B., Auditorio, Col. Guadalupe Inn, Delegación May 29, 2015
Álvaro Obregón, C.P. 01020, México, D. F.
Submittal of BIDS
Address of the SAE, at Av. Insurgentes Sur No. 1931,
From April 22 to
Col. Guadalupe Inn, Delegación Álvaro Obregón, C.P.
June 11, 2015
01020, México, D. F.
Will be informed to
Clarifications Meeting.
PARTICIPANTS
in
the
June 12, 2015
Obtaining resolution of favorable opinion of
the COFECE with respect to the requests
filed by the BIDDERS
General Office of Regulated Markets and Bids of the
COFECE, located at Av. Santa Fe 505, Piso 24, Col. No later than June
Cruz Manca, Delegación Cuajimalpa, C.P. 05349, 11, 2015
México, D.F.
Opening of BIDS and AWARD
Will be informed to
Clarifications Meeting.
PARTICIPANTS
in
the
June 12, 2015
Time
Physical:
Monday to Friday
from 9:00 am to 5:00
pm
Electronic: Access
available 24 hours
Monday to Friday
from 9:00 am to 5:00
pm
10:30 am
From April 22 to June
11, 2015, prior
appointment 2
BUSINESS DAYS in
advance
From 10:00 am to
1:00 pm
Not Applicable
1:30 pm
3. PAYMENT OF TERMS OF SALE. These TERMS OF SALE shall be paid within the period between March 26 and April 17, 2015, by deposit or
wire transfer of $25,000.00 (Twenty-five thousand Pesos 00/100 Mexican currency), including the Value Added Tax, to “Servicio de Administración
y Enajenación de Bienes” (not accepting other denominations), to the bank account with Scotiabank Inverlat, S.A., Institución de Banca Múltiple,
number 00102532069, CLABE 044180001025320695, Reference: INGENIOS (SWIFT MBCOMXMM). The deposit or transfer shall take place
within the prescribed period, regardless of a later reconciliation by the SAE according to banking practice. No complaints by INTERESTED
PARTIES whose deposit or transfer is not reconciled for lack of the required reference shall be accepted.
The INTERESTED PARTY, by itself or through legal representative, shall send to [email protected] or appear at Patricio Sanz No. 1609,
Torre B, Piso 6, Col. Del Valle, Delegación Benito Juárez, C.P. 03100, México, D.F., during BUSINESS DAYS from March 26 to April 22, 2015,
with the copy of bank deposit (slip) or the bank transfer stating the payment, the confidentiality agreement available in the website
htpp://ingenios.sae.gob.mx signed by the legal representative with his official ID in the manner indicated in section 8 of the TERMS OF SALE.
Once the payment and the confidentiality agreement are approved, SAE shall issue to the legal representative the proof of purchase of the TERMS
OF SALE and the preliminary version of the TERMS OF SALE, physically or through the registered email.
Once the past steps are completed, the INTERESTED PARTY will be able to continue for his registration as PARTICIPANT in the PUBLIC
AUCTION.
4.
4.1
a)
b)
c)
CONDITIONS TO PARTICIPATE IN THE AUCTION.
The following are eligible to participate in this AUCTION:
Entities, domestic or foreign, organized and existing under the laws that govern them, as well as trusts and special purpose vehicles.
Individuals, domestic or foreign, that have full capacity to do business as provided under Mexican law.
State or municipal governments or their agencies or bodies, provided the legal framework that governs them expressly permit so.
4.2 Individuals or entities, domestic or foreign, and trusts that fall in any of the events provided in Article 32 of the LFAEBSP are not eligible to
participate in this AUCTION, directly or indirectly, whatever their nature.
5. BIDDER REGISTRATION. To be registered as BIDDERS, the INTERESTED PARTIES by itself or through its legal representative, shall appear
before the SAE in the place, days and times indicated in the schedule contained in this INVITATION TO BID and produce the documents described
in the TERMS OF SALE and in http://ingenios.sae.gob.mx.
6. FAVORABLE OPINION OF COFECE. Between April 23 and 24, 2015, all BIDDERS, without exception, must seek the opinion of the COFECE,
pursuant to the applicable antitrust legislation, in accordance with the instructions contained in Annex 6 to the TERMS OF SALE, which is published
on the website of the COFECE at http://www.cofece.mx. Failure to comply with the provisions of the preceding paragraph by the BIDDER will lead to
disqualification.
The resolutions issued by the COFECE will be announced to the BIDDER or BIDDERS no latter than June 11, 2015. Also, no later than June 11,
2015, the COFECE shall forward to the SAE a list with the names of the BIDDERS who have obtained favorable opinion in order for their BIDS to be
considered.
SERVICIO DE ADMINISTRACIÓN Y ENAJENACIÓN DE BIENES
(PROPERTY MANAGEMENT AND DISPOSAL SERVICE)
INVITATION TO PUBLIC AUCTION
LPEM Nº 01/15
FOR THE SALE OF PORTFOLIOS COMPRISED OF INDUSTRIAL UNITS
OPERATING AS SUGAR MILLS
BIDDERS whose names do not appear on the list referred to in the preceding paragraph shall be disqualified, reason why the envelopes with the
BIDS which, if any, were submitted by such BIDDERS shall not be opened and will be returned upon issuing the AWARD circumstance to be noted
in the minutes.
BIDDERS are required, in terms of the LFCE, to comply with the conditions, if any, set by the COFECE. Otherwise they will be disqualified or their
BIDS will be discarded, as applicable.
If that decision involves a restriction to acquire a certain number of PORTFOLIOS or a limit on the share of domestic sugar market, the provisions of
section 17, subsection d) of the TERMS OF SALE shall apply.
7. GUARANTY OF SERIOUS OFFER. As part of the BIDDER registration, the INTERESTED PARTIES shall create a GUARANTY OF SERIOUS
OFFER in an amount of $5,000,000.00 (Five million pesos 00/100 Mexican currency) by deposit or wire transfer to “Servicio de Administración y
Enajenación de Bienes”.
8. PERFORMANCE GUARANTY. The amount of the PERFORMANCE GUARANTY shall be $250,000,000.00 (Two Hundred Fifty Million Pesos
00/100 Mexican currency), for each BID made by cashier’s or certificate check issued by a credit institution legally authorized to operate in Mexico, to
the order of “Servicio de Administración y Enajenación de Bienes”
9. EVALUATION CRITERIA OF BIDS. Each of the PORTFOLIOS will be awarded according to the following evaluation criteria of BIDS: a) the
evaluation of the BIDS and the awarding of the PORTFOLIOS shall be conducted successively in the order in which the PORTFOLIOS are listed in
the table contained in section 1 of this INVITATION TO BID; b) Having fulfilled all the requirements of the TERMS OF SALE, each PORTFOLIO shall
be awarded to the BIDDER who submitted the highest BID, provided it is equal or greater than the BASE PURCHASE PRICE published for each
PORTFOLIO in this INVITATION TO BID and these TERMS OF SALE; c) In case of a tie of the amounts of the BIDS for the same PORTFOLIO, the
PORTFOLIO shall be awarded to the BIDDER who submitted first the BID, based on the day, hour and minutes it was registered in accordance with
the TERMS OF SALE, and d) If a BIDDER has received a favorable opinion from the COFECE conditioned as stated in section 6, last paragraph, of
this INVITATION TO BID, only the PORTFOLIOS the acquisition of which has not been restricted or those that do not involve exceeding the limit of
PORTFOLIOS or the market share established in the respective favorable opinion, may be awarded. In any case, the BIDDER shall have the right to
have its BIDS evaluated based on the order provided in subparagraph a) of this section and only the BIDS resulting winners and that contravene the
provisions of the favorable opinion shall be rejected. For purposes of the foregoing, figures on market share contained in Annex 9 to the TERMS OF
SALE will be considered.
10. FORM OF PAYMENT. The GUARANTY OF SERIOUS OFFER and the PERFORMANCE GUARANTY of the SUCCESSFUL BIDDER will be
considered advances of the full purchase price and the SAE will be authorized to enforce on them as from the issue of the AWARD. The SUCCESSFUL
BIDDER shall make the payment of the remaining amount to cover the full purchase price by July 24, 2015, by wire transfer to the bank account
notified by the SAE, regardless of what the SAE may reconcile thereafter according to banking practice. From the BUSINESS DAY following that in
which the SAE has reconciled and confirmed full payment of the purchase price, the public deed shall be signed.
11. GENERAL INFORMATION.






Both the BASE PURCHASE PRICE and the amounts of the BIDS include the applicable Value Added Tax.
Any INTERESTED PARTY, BIDDER and/or SUCCESSFUL BIDDER shall be subject to the provisions of the LFAEBSP, the RLFAEBSP, the
LFCE, the Foreign Investment Law, the POBALINES and other laws, treaties, regulations, decrees, rules, resolutions and any other applicable
provisions. Therefore, any INTERESTED PARTY, BIDDER and/or SUCCESSFUL BIDDER shall be responsible for the taking of actions,
submitting requests, giving notices and obtaining the necessary authorizations and permits in accordance with the applicable rules relating to the
acquisition and operation of the INDUSTRIAL UNITS.
BIDDERS agree that for this AUCTION the SAE shall not apply section FIFTEENTH of the POBALINES concerning the possibility of receiving
payment extemporaneously.
BIDDERS agree that the SAE shall not use the power to make second awards in this AUCTION, in terms of the provisions of Article 51 of the
LFAEBSP.
None of the terms and conditions of this INVITATION TO BID, of the TERMS OF SALE and its annexes, documentation and information contained
in the DATA ROOM (including the public deed formalizing the respective purchase contract), as well as the BIDS presented on a firm commitment
basis, irrevocably and unconditionally by BIDDERS, may be negotiated.
All communications between BIDDERS and the SAE and/or SPECIALIZED THIRD PARTIES shall be in Spanish.
Mexico City, Federal District, on March 26, 2015
REPRESENTATIVE OF THE SAE
______________________________________
Eugenio Raúl Blumenkron Zertuche
Executive Director of Sales of
Financial Assets and Businesses
_________________________________________
Francisco Javier Dorantes Plascencia
Corporate Director of Sales
and Marketing
Disclaimer: This document is an English translation that has been prepared for information purposes only. Due to the complexities of language translation,
translations are not always precise. The official and original version of this document was prepared in Spanish and in case of any divergence, discrepancy or
difference between this English version and the Spanish version, the Spanish version shall prevail and be controlling. The Spanish version is the only
official, valid and complete version and shall control and prevail for any and all purposes. We provide no assurance as to the accuracy, reliability or
completeness of the English translation. Any person reading this English translation and relying on it should do so on his or her own responsibility and risk.
We therefore recommend that you rely your participation in the sale process in the original Spanish version of the document.