SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No.___)
PACIFIC AIRPORT GROUP
(Name of Subject Company (Issuer))
GRUPO AEROPORTUARIO DEL PACÍFICO, S.A.B. DE C.V.
(Exact Name of Issuer as Specified in its Charter)
GRUPO MÉXICO, S.A.B. DE C.V.
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Series B Shares, without par value, and American Depositary Shares (evidenced by American Depositary Receipts), each
representing 10 Series B Shares
(Title of Class of Securities)
026684609 (Series B Shares)
400506101 (American Depositary Shares)
(CUSIP Number of Class of Securities)
Daniel Muñiz Quintanilla
Chief Financial Officer
Grupo México, S.A.B. de C.V.
Campos Elíseos No. 400
Colonia Lomas de Chapultepec
México City, México 11000
011-5255-1103-5000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Paola Lozano
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
(212) 735-3000
Calculation of Filing Fee
| | | |
| Transaction Valuation | | Amount of Filing Fee |
| |
| Not Applicable | | Not Applicable |
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| o | | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | | | | |
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| | | Amount Previously Paid: | | Filing Party: |
| | | Form or Registration No.: | | Date Filed: |
| þ | | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| þ | | third-party tender offer subject to Rule 14d-1. |
| o | | issuer tender offer subject to Rule 13e-4. |
| o | | going-private transaction subject to Rule 13e-3. |
| o | | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer:o
*If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| o | | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| þ | | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
The following is an excerpt of a transcript of the Grupo México, S.A.B. de C.V. (“GMéxico”) third quarter 2011 financial results conference call held on Monday, October 31, 2011.
THE TENDER OFFER DESCRIBED HEREIN HAS NOT YET COMMENCED, AND THIS MATERIAL IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SERIES B SHARES (INCLUDING SERIES B SHARES UNDERLYING AMERICAN DEPOSITARY SHARES) OF GRUPO AEROPORTUARIO DEL PACÍFICO, S.A.B. DE C.V., OR PACIFIC AIRPORT GROUP. AT THE TIME THE TENDER OFFER IS COMMENCED, GMÉXICO WILL FILE A TENDER OFFER STATEMENT WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”). PACIFIC AIRPORT GROUP’S SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE TENDER OFFER DOCUMENTS WILL BE AVAILABLE FOR FREE AT THE SEC’S WEBSITE (HTTP://WWW.SEC.GOV) OR BY DIRECTING A REQUEST TO GMÉXICO AT GRUPO MÉXICO, CAMPOS ELÍSEOS NO. 400, COLONIA LOMAS DE CHAPULTEPEC, MÉXICO CITY, MÉXICO 11000.
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| Jordi Dominguez: | | . . . Hi, guys. Thank you for taking my questions. A couple questions. The GAP purchase, if indeed it goes forward after all the antitrust issues, how would it be financed? Would you use cash on hand? Would you tap the markets in any way with that? . . . |
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| Daniel Muñiz: | | Sure, Jordi, thank you. Well, first of all, I mean, it was we – I mean, it’s not certain at the date whether it’s going to be approved and what’s going to be the legal turnout, in terms of the Grupo Aeroportuario del Pacifico’s tender offer that we are required to make under law. |
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| | | I mean, how are we going to finance that? I mean, we will cross that river when we get there. Markets have been very volatile, and, I mean, if we looked at three months ago, the market would not be looking at – I mean, the way they are today. So, I mean, we’ll just get there. I think the point here is that we have a very strong underutilized balance sheet that could do either. I mean, it just depends on the timing, I guess, Jordi. |
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| | | But as you know, we have a very strong cash position. In Grupo alone, it’s more than US$850 million to date. And, well, that is at Grupo level. So let’s see. Let’s see how this plays out. But – and what was the last question? . . . |
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