Central North Airport Group SC TO-T, filed May 24, 2021

Central North Airport Group (OMAB)

SC TO-T 2021-05-24

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Added on October 16, 2026

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Transaction Valuation*			Amount of Filing Fee**
$672,775,461.03			$73,399.80

	Amount Previously Paid:			Filing Party:
	Form or Registration No.:			Date Filed:

	Exhibit No.			Description
	(a)(1)(i)			U.S. Offer to Purchase, dated May 24, 2021.
	(a)(1)(ii)			Form of ADS Letter of Transmittal for Series B Shares.
	(a)(1)(iii)			Acceptance Letter for Tenders of Series B Shares held by U.S. Persons.
	(a)(1)(iv)			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Series B Shares).
	(a)(1)(v)			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADSs).
	(a)(1)(vi)			Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Series B Shares).
	(a)(1)(vii)			Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (ADSs).
	(a)(1)(viii)			Summary Publication published on May 24, 2021, in the Wall Street Journal.
	(a)(2)			Not applicable.
	(a)(3)			Not applicable.
	(a)(4)			Incorporated by reference herein as Exhibit (a)(1)(i).
	(a)(5)(i)			SETA Financial Statements for the Years Ended December 31, 2020 and 2019.
	(a)(5)(ii)			Press Release, issued by the Offerors on May 24, 2021.
	(b)			None.
	(d)			None.
	(g)			None.
	(h)			None.

	SUMMARY TERM SHEET					6
	INTRODUCTION					21
	SPECIAL FACTORS					22
	Background of the Offers					22
	Purpose of and Reasons for the U.S. Offer; Plans for OMA Following the U.S. Offer					23
	Certain Effects of the Offers					24
	Certain Rights of Shareholders Following the Offers					25
	Opinion of OMA’s Board of Directors Regarding the Offer Price					25
	Interests of Certain Persons in the U.S. Offer; Security Ownership; Transactions and Arrangements Concerning the Series B Shares and ADSs					25
	Past Contacts, Transactions, Negotiations and Agreements with OMA					25
	THE TENDER OFFER					27
	1. Terms of the U.S. Offer and Expiration Date					27
	2. Acceptance for Payment and Payment for Series B Shares and ADSs					29
	3. Procedures for Participating in the U.S. Offer					32
	4. Withdrawal Rights					38
	5. Source and Amount of Funds; Certain Requirements Regarding Offer Price					39
	6. Certain U.S. Federal Income and Mexican Tax Consequences					40
	7. Certain Information about the Series B Shares and ADSs					44
	8. Certain Information about OMA					46
	9. Certain Information about the Offerors					49
	10. Certain Legal and Regulatory Matters					54
	11. Fees and Expenses					55
	12. Miscellaneous					56
	13. Conditions of the U.S. Offer					56
	SCHEDULE 1 INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF THE OFFERORS					S-1
	SCHEDULE 2 RECENT ACQUISITIONS OF OMA’S SECURITIES BY THE OFFERORS					S-6

	Who is making the U.S. Offer?			The Offerors are Aerodrome, SETA, Bagual, Grenadier, Pequod, Harpoon, Expanse, FH and Mr. Martínez. Mr. Martínez owns 100% of the capital stock of FH, which in turn owns 100% of the capital stock of each of Bagual, Grenadier, Pequod, Harpoon and Expanse. As a result of the Transactions, Bagual, Grenadier, Pequod, Harpoon and Expanse, together, directly own 100% of SETA’s capital stock. SETA in turn owns 49,766,000 of OMA’s Series BB Shares, or 100% of the total number of Series BB Shares outstanding, which represent approximately 12.8% of OMA’s outstanding capital stock, and 7,516,377 Series B Shares, which represent approximately 1.9% of OMA’s outstanding capital stock. As a result, the Offerors (other than Aerodrome) may collectively be deemed to beneficially own, directly and indirectly, approximately 14.7% of the outstanding capital stock of OMA, including Series B Shares and Series BB Shares. Pursuant to OMA’s bylaws, SETA (as holder of the Series BB shares) has the right to elect three members of the Board of Directors and to veto certain actions requiring approval of OMA’s shareholders (including the payment of dividends, the amendment of OMA’s bylaws, investment projects and the amendment of SETA’s right to appoint certain members of OMA’s senior management). Additionally, most matters voted on by the Board of Directors require the affirmative vote of the directors appointed by SETA (as holder of the Series BB Shares). See “SPECIAL FACTORS — Background of the Offers” and “— Interests of Certain Persons in the U.S. Offer; Security Ownership; Transactions and Arrangements Concerning the Series B Shares and ADSs” and “THE TENDER OFFER — Section 9. Certain Information about the Offerors.”
	What securities are being sought in the U.S. Offer?			Collectively through the U.S. Offer and the Mexican Offer, we are offering to purchase up to 97,527,888 of the outstanding Series B Shares (including Series B Shares represented by ADSs) of OMA. In the U.S. Offer, we are offering to purchase outstanding Series B Shares held by U.S. Persons and outstanding ADSs (whether held or not by U.S. Persons). Simultaneously with the commencement of the U.S. Offer, the Offerors are offering to purchase outstanding Series B Shares (but not ADSs) under the Mexican Offer. The U.S. Offer and the Mexican Offer are expected to be settled on the same day. Non-U.S. Persons may tender Series B Shares only in the Mexican Offer. ADSs cannot be

				tendered in the Mexican Offer. The Series BB Shares are not publicly traded and are not the subject of the Offers. For more information, please see “INTRODUCTION.”
	What is the purpose of the U.S. Offer?			The Offers are comprised of a U.S. Offer and a Mexican Offer. The Offerors intend to carry out the Offers to increase their participation in OMA at a time when market conditions are appropriate to conduct such Offers. The Offerors have confidence in OMA’s business and the potential for long-term growth, and believe that the proposed Offers are financially attractive for the holders of Securities.
				If the Offers are fully subscribed, the Offerors will beneficially own approximately 39.7% of OMA’s outstanding capital stock.
				The Mexican Offer is required to be carried out as a public tender offer in Mexico because the Offerors intend to directly and indirectly own more than 30% of the outstanding capital stock of OMA upon the completion of the Mexican Offer. The Offerors are required to carry out the U.S. Offer pursuant to Section 14(d) and Regulation 14D of the Exchange Act. See “SPECIAL FACTORS — Background of the Offers.”
	Who can participate in the U.S. Offer? Who may use this U.S. Offer to Purchase?			The U.S. Offer is open to all holders of ADSs (whether or not held by U.S. Persons) and to holders of Series B Shares that are U.S. Persons.
	Who can participate in the Mexican Offer?			All holders of Series B Shares (including U.S. Persons) may tender their Series B Shares in the Mexican Offer. The Offerors have been advised that Mexican regulations require that all holders of Series B Shares (including U.S. Persons) must be allowed to participate in the Mexican Offer, and therefore U.S. Persons may not be excluded from the Mexican Offer. Holders of ADSs may not tender in the Mexican Offer. U.S. holders of Series B Shares who wish to participate in the Mexican Offer should carefully consider that they will not be granted the same protections under the Exchange Act.
	Why is there a separate Mexican Offer?			OMA is a Mexican corporation. The ADSs and the Series B Shares underlying the ADSs are registered under the Exchange Act and the ADSs are listed on the NASDAQ. OMA’s Series B Shares are listed on the Bolsa Mexicana de Valores, S.A.B. de C.V. (the “BMV”). U.S. and Mexican law both require that tender offers comply with the home country rules and regulations. Because the U.S. and Mexican laws relating to tender offers are different and inconsistent in certain ways, we are making two separate offers. The U.S. Offer will be conducted in accordance with U.S. federal securities laws, including Regulation 14D and Regulation 14E promulgated under the Exchange Act. The Mexican

				Offer will be conducted in accordance with Mexican securities law and CNBV regulations.
				For more information, see “INTRODUCTION.”
	What are the principal differences between the U.S. Offer and the Mexican Offer?			The terms and conditions of the U.S. Offer and the Mexican Offer are substantially similar and only differ to the extent required by law or local customary market practice. The principal differences between the Mexican Offer and the U.S. Offer are:
				• U.S. holders of Series B Shares who wish to participate in the Mexican Offer will not be granted the same protections under the Exchange Act.
				• U.S. holders of Series B Shares tendering in the Mexican Offer will need to collect the proceeds from the Offer Price in peso accounts held in Mexico.
	What are the differences in this U.S. Offer applicable to direct holders of Series B Shares, on the one hand, and holders of ADSs, on the other hand?			The terms and conditions of the U.S. Offer are the same for all holders of Series B Shares, including Series B Shares represented by ADSs, in all material respects. However, the procedures for accepting and tendering Securities in the U.S. Offer are not identical for direct holders of Series B Shares, on the one hand, and holders of ADSs, on the other hand.
	How much are you offering to pay? What is the form of payment?			The Offer Price for the Series B Shares is Ps.137 (or approximately U.S.$7 based on an exchange rate of Ps.19.86 per U.S.$1.00, the exchange rate between Mexican pesos and U.S. dollars reported by the U.S. Federal Reserve Board on May 14, 2021) and the Offer Price for the ADSs is Ps.1,096 (or approximately U.S.$55 based on an exchange rate of Ps.19.86 per U.S.$1.00, the exchange rate between Mexican pesos and U.S. dollars reported by the U.S. Federal Reserve Board on May 14, 2021), in each case validly tendered and not validly withdrawn. Each ADS represents eight Series B Shares. Upon the terms and conditions of the U.S. Offer, we will pay this purchase price in cash, net of the stock exchange and settlement fee described herein, any applicable brokerage fees or commissions, any applicable currency conversion expenses with respect to the conversion of Mexican pesos to U.S. dollars, any applicable Distributions and applicable withholding taxes upon the terms and subject to the conditions set forth in the U.S. Offer. Holders tendering their ADSs in the U.S. Offer through the ADS Receiving Agent will receive payment in U.S. dollars. The Offerors do not intend to change the Offer Price.
	How will you determine which tendered Securities to purchase?			If not more than 97,527,888 Series B Shares, including Series B Shares represented by ADSs (or such greater number of Series B Shares, including Series B Shares represented by ADSs, as we may elect to purchase, subject to applicable law) are

				validly tendered in the Offers and not validly withdrawn, we will purchase all Series B Shares, including Series B Shares represented by ADSs, validly tendered in the Offers and not validly withdrawn.
				If more than 97,527,888 Series B Shares, including Series B Shares represented by ADSs (or such greater number of Series B Shares, including Series B Shares represented by ADSs, as we may elect to purchase, subject to applicable law) are validly tendered in the Offers and not validly withdrawn, we will accept Series B Shares, including Series B Shares represented by ADSs, for purchase by prorating the tendered Series B Shares, including Series B Shares represented by ADSs. See “THE TENDER OFFER — Section 1. Terms of the U.S. Offer and Expiration Date — Proration”.
	How will you prorate Securities if the Offers are oversubscribed?			Subject to adjustment to avoid the purchase of fractional Series B Shares or ADSs, proration for each security holder tendering Securities will be based on the ratio of the number of Series B Shares (including Series B Shares represented by ADSs) validly tendered and not validly withdrawn by that security holder to the total number of Series B Shares (including Series B Shares represented by ADSs) validly tendered and not validly withdrawn by all security holders in the U.S. Offer and the Mexican Offer. Subject to the terms and conditions set forth herein, we will purchase Securities at the applicable Offer Price from all security holders who validly tender such Series B Shares or ADSs and who do not validly withdraw them before the Expiration Date, on a pro rata basis based on the number of Series B Shares (including Series B Shares represented by ADSs) tendered, with appropriate adjustments to avoid purchases of fractional Series B Shares or ADSs, until we have acquired the number of Series B Shares (including Series B Shares represented by ADSs) that we have offered to purchase.
				If proration of tendered Series B Shares, including Series B Shares represented by ADSs, is required, we will determine the preliminary proration factor promptly following the Expiration Date. Because of the difficulty in determining the number of Series B Shares, including Series B Shares represented by ADSs, validly tendered and not validly withdrawn in the Offers, we do not expect that we will be able to announce the final proration factor until at least 4 (four) business days after the Expiration Date, after which time we will announce the final proration factor and final results of any proration by press release. The preliminary results will be announced by press release promptly after the Expiration Date.

				See “THE TENDER OFFER — Section 1. Terms of the U.S. Offer and Expiration Date — Proration”.
	How will payment be made for the Securities I tender?			The Offerors will be deemed to have accepted for payment (and thereby purchased) Series B Shares or ADSs validly tendered in the U.S. Offer and not validly withdrawn when the Offerors give written notice to the ADS Receiving Agent of acceptance for payment of such Series B Shares and ADSs.
				The Offer Price for the Series B Shares accepted for payment pursuant to the U.S. Offer will be settled in Mexican pesos and will be paid by the Offerors through Indeval and participants in Indeval. Indeval will arrange for Indeval participants who tendered Series B Shares in the U.S. Offer to receive payment in Mexican pesos for any Series B Shares validly tendered and accepted for payment. Indeval participants, prior to transferring any funds to custodians acting for beneficiaries or beneficiaries holding directly through Indeval participants, may be required to withhold applicable Mexican withholding taxes.
				The Offer Price for the ADSs accepted for payment pursuant to the U.S. Offer will be settled in U.S. dollars. This Offer Price will be paid by the Offerors to the ADS Receiving Agent, in Mexican pesos or U.S. dollars at the discretion of the Offerors. If paid in Mexican pesos, the ADS Receiving Agent will arrange for the conversion of the consideration into U.S. dollars, net of fees and expenses for converting Mexican pesos to U.S. dollars. Any conversion into U.S. dollars will be based on the U.S. dollar / Mexican peso spot market rate available to the ADS Receiving Agent on the Payment Date. The ADS Receiving Agent will pay the proceeds, net of fees and expenses for that conversion into U.S. dollars, to the holders of the ADSs validly tendered and accepted for purchase.
				For more information on the payment mechanics, see “THE TENDER OFFER — Section 2. Acceptance for Payment and Payment for Series B Shares and ADSs.”
	What are the U.S. federal income tax and Mexican tax consequences to a tendering shareholder?			The receipt of cash in exchange for Securities pursuant to the U.S. Offer will generally give rise to gain or loss for U.S. federal and Mexican federal income tax purposes.
				Under current Mexican Income Tax Law and regulations, subject to certain exceptions, a 10% withholding tax rate will be applicable on income realized by a Non-resident Holder (as defined herein) from the disposition of the Securities. Generally, the Mexican financial intermediary through which such Non-resident Holder holds its Securities, whether directly or indirectly, will

				withhold and remit the tax to the Mexican tax authorities.
				See “THE TENDER OFFER — Section 6. Certain U.S. Federal Income and Mexican Tax Consequences.”
	If I decide not to tender, what will happen to my Securities after the completion of the Offers?			If you do not tender your Securities, or if Securities are returned to you as a result of the proration procedures described herein, you will remain a holder of Series B Shares or ADSs, as applicable. Following completion of the Offers, the number of Series B Shares, including Series B Shares represented by ADSs, remaining in public circulation will decrease and the market for such securities may be reduced.
	Will holders have to pay brokerage fees or commissions if they tender their Securities?			If you are the record owner of ADSs on the books of the ADS depositary and you tender your ADSs in the U.S. Offer, you will not have to pay brokerage fees or similar expenses. If you own your Series B Shares or ADSs through a broker or other nominee, and your broker tenders your Series B Shares or ADSs on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. For more information, see “INTRODUCTION.”
	Do you have the financial resources to pay for the Securities?			No, we intend to obtain financing to fund the Offers. The Offers are subject to the successful consummation by the Offerors prior to the Expiration Date of a financing transaction yielding net proceeds to the Offerors sufficient to fund the aggregate cash consideration to be paid in the Offers. See “THE TENDER OFFER — Section 5. Source and Amount of Funds; Certain Requirements Regarding Offer Price”, “— Section 2. Acceptance for Payment and Payment for Series B Shares and ADSs” and “— Section 13. Conditions of the U.S. Offer”.
	Is your financial condition relevant to my decision whether to tender in this U.S. Offer?			Certain selected financial information of SETA and Mr. Martínez is included in “THE TENDER OFFER — Section 9. Certain Information About the Offerors,” in line with information included in the offer document for the Mexican Offer. Aerodrome was incorporated on January 14, 2021 and has not prepared any financial statements given its recent incorporation. FH does not produce financial statements. Bagual, Grenadier, Pequod, Harpoon and Expanse prepare annual financial statements solely in response to Luxembourg tax regulatory requirements. The Offerors believe that financial statements for these entities are not relevant because these entities are simply intermediate holding companies between Aerodrome and Mr. Martinez, the ultimate beneficial owner of Aerodrome, and

				they have no obligation to provide financial support to Aerodrome or to fund or guaranty the payment of the Offer Price for the Securities accepted in the Offers.
				Mr. Martínez’s net worth is provided solely for purposes of compliance with SEC forms and regulations concerning disclosure of the financial condition of an offeror in a partial third-party tender offer that is subject to financing. The Offerors believe that holders of the Securities should not rely on Mr. Martínez’s net worth in connection with their consideration of the Offers because Mr. Martínez has not guaranteed the payment of the Offer Price for the Securities accepted in the Offers and does not intend to contribute funding or provide other financial support for the Offers.
	Are there any conditions to the U.S. Offer?			The U.S. Offer will be subject to the satisfaction of the Conditions as described in “THE TENDER OFFER — Section 13. Conditions of the U.S. Offer,” including the satisfaction of a Minimum Tender Condition and a Financing Condition.
	Are there any conditions to the Mexican Offer?			The Mexican Offer is subject to substantially the same Conditions as the U.S. Offer.
	How long do I have to decide whether to participate in the U.S. Offer?			You may tender your Securities in the U.S. Offer from the Commencement Date through the Expiration Time on the Expiration Date, unless the U.S. Offer is extended, in which case you will have until the new Expiration Date to tender your Securities. Please be aware that if your Securities are held by a broker, bank or other custodian, they may require advance notification before the Expiration Time on the Expiration Date. See “THE TENDER OFFER — Section 1. Terms of the U.S. Offer and Expiration Date” and “— Section 3. Procedures for Participating in the U.S. Offer.”
	Can the U.S. Offer be extended and under what circumstances?			Under U.S. law, we may extend the U.S. Offer at any time, in our sole discretion, by giving oral or written notice of such extension to the Securities holders and by making a public announcement of such extension. If we make a material change in the terms of the U.S. Offer or the information concerning the U.S. Offer or if we waive a material Condition of the U.S. Offer, we will also have to disseminate additional tender offer materials and extend the U.S. Offer if and to the extent required by Rules 14d-4(c), 14d-6(c) and 14(e)-1 under the Exchange Act or otherwise.
				Under Mexican law, the initial term of the Mexican Offer may be extended by a period of at least 5 (five) business days if there are certain modifications to the terms and conditions of the offer. We will also extend the U.S. Offer to the extent Aerodrome extends the Mexican Offer if such

				extension is required by Mexican tender offer regulations or for any other reason.
				The Offerors do not intend to provide any subsequent offering periods under the U.S. Offer.
				See “THE TENDER OFFER — Section 1. Terms of the U.S. Offer and Expiration Date” and “— Section 3. Procedures for Participating in the U.S. Offer.”
	How will you notify holders if you extend the U.S. Offer?			If we extend the U.S. Offer, we will announce such extension by giving written notice to the ADS Receiving Agent followed as promptly as practicable by a public announcement thereof (which, in any event, will be made no later than 9:00 a.m., New York City time, on the first business day after the scheduled Expiration Date). During any extension, all Securities previously tendered in the U.S. Offer and not withdrawn will continue to be deemed tendered in the U.S. Offer, subject to the rights of a tendering holder to withdraw its Securities in accordance with the terms of this U.S. Offer to Purchase. Any notice regarding the extension of the Mexican Offer will be given in accordance with CNBV regulations. For more information regarding extensions of the U.S. Offer, see “THE TENDER OFFER — Section 1. Terms of the U.S. Offer and Expiration Date.”
	What happens if I hold ADSs and I want to participate in the U.S. Offer or the Mexican Offer by tendering Series B Shares?			Holders of ADSs cannot tender ADSs in the Mexican Offer. If you hold ADSs and you wish to participate in the U.S. Offer or the Mexican Offer by tendering Series B Shares, you should contact JPMorgan Chase Bank N.A. (the “ADS Depositary”), the depositary for the ADSs, at 383 Madison Avenue, Floor 11, New York, New York, 10179, telephone number (800) 990-1135, email address DR_Global_CSM@jpmorgan.com to convert your ADSs into Series B Shares, which may be then tendered directly in the U.S. Offer or the Mexican Offer. If you hold ADSs and you wish to participate in the U.S. Offer or the Mexican Offer by tendering Series B Shares, you should allow sufficient time to complete all required steps to convert your ADSs into Series B Shares prior to the Expiration Date. See “THE TENDER OFFER — Section 3. Procedures for Participating in the U.S. Offer.”
	I hold ADRs representing OMA’s ADSs. How do I participate in the U.S. Offer?			If you hold ADRs and wish to tender them in the U.S. Offer, you should complete and sign the Letter of Transmittal and send it, together with your ADRs and any other required documents, to the ADS Receiving Agent at the address set forth on the back cover of this U.S. Offer to Purchase before the Expiration Time on the Expiration Date. The Letter of Transmittal is enclosed with this U.S. Offer to

				Purchase and is also available from the U.S. Information Agent at its address and telephone number set forth on the back cover of this U.S. Offer to Purchase. Do NOT send your ADRs to the Offerors, OMA, the U.S. Information Agent or the ADS Depositary. See “THE TENDER OFFER — Section 3. Procedures for Participating in the U.S. Offer.”
	I am a U.S. Person and I hold Series B Shares of OMA. How do I participate in the U.S. Offer?			If you are a U.S. Person that holds Series B Shares and wish to participate in the U.S. Offer and your Series B Shares are held through a participant in Indeval, you should follow the instructions set forth in this U.S. Offer to Purchase. Any holder of Series B Shares whose Series B Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such holder wishes to tender such Series B Shares. Holders of Series B Shares participating in the U.S. Offer must cause the applicable participant in Indeval (which may be a Mexican subcostudian) through which they hold their Series B Shares to complete, sign and submit an Acceptance Letter and to transfer through the Indeval system the applicable Series B Shares to the Series B Receiving Agent in order for their Series B Shares to be validly tendered in the U.S. Offer. See “THE TENDER OFFER — Section 3. Procedures for Participating in the U.S. Offer.”
	I hold OMA’s ADSs in book-entry form. How do I participate in the U.S. Offer?			If you hold ADSs in book-entry form, instruct your broker or custodian to arrange, before the Expiration Time on the Expiration Date, for the book-entry transfer of your ADSs into the ADS Receiving Agent’s account at DTC and to deliver an agent’s message to the ADS Receiving Agent via DTC’s confirmation system confirming that you have received and agree to be bound by the terms of the U.S. Offer including the Letter of Transmittal. See “THE TENDER OFFER — Section 3. Procedures for Participating in the U.S. Offer.”
	Can I withdraw previously tendered Series B Shares and ADSs?			To be effective, a Form of Withdrawal (in the case of Series B Shares) or a written or facsimile transmission notice of withdrawal (in the case of ADSs) must be timely received by the ADS Receiving Agent at its address set forth on the back cover of this U.S. Offer to Purchase and must specify the name of the person who tendered the Securities to be withdrawn and the number of Securities to be withdrawn and the name of the registered holder of Securities, if different from that of the person who tendered such Securities. For more information regarding withdrawal of Securities tendered from the U.S. Offer, see “THE TENDER OFFER — Section 4. Withdrawal Rights.”

	Will I receive any Distributions with respect to the Securities tendered?			Upon consummation of the U.S. Offer, the Offerors will acquire the Series B Shares, including Series B Shares represented by ADSs, together with all economic and voting rights, including rights to Distributions declared on or after the Commencement Date. If on or after the date hereof OMA should declare or pay any Distributions on the Series B Shares, including Series B Shares represented by ADSs, that are payable or distributable to stockholders of record on OMA’s stock transfer records of Series B Shares (in the case of Series B Shares) and on the transfer records of the ADSs Depositary (in the case of ADSs) on a date prior to the transfer of the tendered Securities, in each case that are purchased pursuant to the U.S. Offer, then (i) the Offer Price payable by the Offerors per Security in the U.S. Offer will be reduced to the extent such Distributions are payable in cash and (ii) any non-cash Distributions received and held by a tendering holder shall be required to be promptly remitted and transferred to the ADS Receiving Agent for the account of the Offerors accompanied by appropriate documents of transfer. Pending such remittance, the Offerors will be entitled to all rights and privileges, as owner of any such non-cash Distributions and may withhold the entire Offer Price or deduct from the Offer Price the amount or value thereof, as determined by Offerors in their sole discretion. See “THE TENDER OFFER — Section 2. Acceptance for Payment and Payment for Series B Shares and ADSs.”
	What does the Board of Directors of OMA think of the Offers?			Within 10 (ten) business days after the day the U.S. Offer is commenced, OMA is required by the Exchange Act to file with the SEC and distribute to holders of Series B Shares, including Series B Shares represented by ADSs, that are U.S. residents a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 containing a statement of OMA’s Board’s position with respect to the U.S. Offer.
				Under Mexican law, within 10 (ten) days of the launch of the Mexican Offer OMA is required to file a statement of OMA’s Board’s position with respect to the Mexican Offer, and directors and the chief executive officer of OMA must disclose whether they intend to participate in the Offers.
				To the best of the Offerors’ knowledge, none of the executive officers, directors or affiliates of OMA (other than the Offerors) has made any recommendation with respect to the U.S. Offer in its individual capacity or intends to tender or sell Series B Shares owned in its individual capacity. For more information, see “INTRODUCTION.”

	Are there appraisal rights with respect to the U.S. Offer?			No, there are no appraisal or similar rights available in connection with the U.S. Offer.
	What are your plans for OMA following the Offers?			We plan to continue operating OMA as a going concern for the foreseeable future. We expect to continue reviewing OMA and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel to determine what changes, if any, would be desirable following the completion of the Offers. We presently anticipate that OMA will continue as a public company and will maintain its listings on the NASDAQ and BMV following our consummation of the Offers. In addition, we continuously evaluate potential synergistic transactions that we think will create value for all of OMA’s stakeholders and improve the quality and value of the services that OMA provides to its customers, including aeronautical services. We have from time to time met, and will continue to meet, with potential counterparties to such transactions, although to date none of the discussions have resulted in definitive agreements, plans or proposals. For more information, see “— SPECIAL FACTORS — Purpose of and Reasons for the U.S. Offer; Plans for OMA Following the U.S. Offer.”
	How will consummation of the U.S. Offer affect untendered Series B Shares and ADSs? Will OMA be delisted or deregistered in the U.S. and in Mexico following the completion of the Offers?			If you do not tender your Series B Shares, including Series B Shares represented by ADSs, or if Series B Shares, including Series B Shares represented by ADSs, are returned to you as a result of the proration procedures described herein, you will remain a holder of Series B Shares or ADSs, as applicable. We presently anticipate that OMA will continue as a public company and will maintain its listings on the NASDAQ and BMV following our consummation of the Offers. Depending upon the number of Securities purchased in the Offers, the Offers may adversely affect the liquidity and market value of any Securities held by public shareholders after the Offers are completed. See “SPECIAL FACTORS — Certain Effects of the U.S. Offer.”
	What are the weighted average trading prices of the Series B Shares and ADSs for the 60 days prior to the last trading day before the announcement of the Mexican Offer?			The weighted average trading prices for the 60 days prior to (and excluding) May 21, 2021, the last trading day before the Commencement Date, were Ps.132.13 per Series B Share and U.S.$52.20 per ADS (or Ps.1,036.68 per ADS).
	Does the Offer Price represent a premium over the weighted average trading prices of the Series B Shares and ADSs for the 60 days prior to the last trading day before the announcement of the Mexican Offer?			Yes, the Offer Price represents a premium of approximately 3.7% for the Series B Shares and approximately 5.7% for the ADSs over the weighted average trading prices for the 60 days prior to (and excluding) May 21, 2021, the last trading day before the Commencement Date, using the exchange rate between Mexican pesos and U.S. dollars reported by the U.S. Federal Reserve Board on May 14, 2021 of

	Series B Shares				ADSs
	Low		High		Low		High
	(Ps. )				(U.S.$)
2019
1st Quarter		93.65		114.8		38.02		47.9
2nd Quarter		109.78		126.49		45.73		52.8
3rd Quarter		106.13		123.4		43.05		51.82
4th Quarter		117.66		148.11		47.62		62.49
2020
1st Quarter		64.82		156.83		20.83		66.94
2nd Quarter		70.21		118.42		22.74		44.06
3rd Quarter		90.43		107.95		32.37		39.34
4th Quarter		94.72		133.00		35.61		53.00
2021
1st Quarter		118.73		145.60		46.21		57.26

	Number of ADSs Traded		Number of ADSs Traded		Weighted Average Price per ADS
	(U.S.$)				(U.S.$)
2020
May		3,369,510.00		97,506,444.87		28.94
June		3,368,547.00		121,279,906.31		36.00
July		2,486,713.00		86,938,048.31		34.96
August		1,988,375.00		71,565,296.35		35.99
September		1,564,013.00		57,084,195.91		36.50
October		1,389,586.00		53,127,195.91		38.23
November		1,041,207.00		47,293,295.76		45.42
December		2,652,143.00		133,367,870.73		50.29
2021
January		1,141,802.00		58,724,474.61		51.43
February		754,666.00		36,083,526.94		47.81
March		5,252,786		273,848,933.96		52.13
April		4,382,904		230,924,962.81		52.69

	Dividends per Series B Share/ADS
	Ps. /Share		Ps. /ADSs
2016		3.50		28.00
2017		4.00		32.00
2018		4.06		32.48
2019		4.06		32.48
2020		0.00		0.00

	For the Years Ended December 31,
	2018		2019		2020
	(in thousands of pesos)						(in thousands of dollars)
Statements of Income and Other Comprehensive Income data:
Revenues:
Aeronautical services(2)		5,140,052		5,752,662		2,942,558		147,803
Non-aeronautical services(3)		1,625,497		1,819,605		1,171,039		58,820
Construction services		1,141,505		954,834		1,253,869		62,981
Total revenues		7,907,054		8,527,101		5,367,466		269,604
Operating costs and expenses:
Costs of services, excluding depreciation and amortization		977,896		954,207		765,958		38,474
Major maintenance provision		248,636		292,324		392,531		19,717
Cost of construction		1,141,505		954,834		1,253,869		62,981
Administrative expenses		563,151		542,664		518,059		26,022
Right to use airport facilities(4)		319,180		363,561		199,202		10,006
Technical assistance fees(5)		172,610		150,108		81,164		4,077
Depreciation and amortization(6)		351,745		415,252		435,344		21,867
Other income, net		(205)		(1,155)		(129)		(7)
Total operating costs and expenses		3,774,518		3,671,795		3,645,998		183,137
Operating income		4,132,536		4,855,306		1,721,468		86,466
Interest expense		(325,557)		(376,008)		420,499		21,121
Interest income		194,091		171,236		(111,889)		(5,620)
Exchange (loss) gain, net		(15,488)		(50,878)		(79,522)		(3,994)
Income before income taxes		3,985,582		4,599,656		1,492,380		74,960
Income tax (benefit) expense		1,121,403		1,372,222		394,501		19,815
Consolidated net income for the year		2,864,179		3,227,434		1,097,879		55,145
Items that will not be subsequently reclassified to income:
Actuarial losses on labor obligations		24,173		(12,834)		(13,039)		(655)
Income tax relating to items that will not be subsequently reclassified to profit or loss		(4)		3,850
Total comprehensive income for the year		2,888,348		3,218,450		1,088,752		54,686
Consolidated net income attributable to:
Controlling interest		2,851,822		3,219,798		1,094,358		54,968
Non-controlling interest		12,357		7,636		3,521		177
Consolidated comprehensive income attributable to:
Controlling interest		2,875,991		3,210,814		1,085,231		54,509
Non-controlling interest		12,357		7,636		3,521		177
Basic and diluted earnings per share of controlling interest(7)		7.2483		8.1984		2.8038		0.14090
Basic and diluted earnings per ADS(7)		57.9864		65.5872		22.4304		1.1272
Dividend or reimbursement of capital per share(8)		4.0633		4.0633		—		—
Other operating data:

				Ps.19.86 per U.S.$1.00.
	Who may a holder contact with questions about the U.S. Offer?			You may contact the following U.S. Information Agent for information regarding this U.S. Offer to Purchase or the U.S. Offer:
				The U.S. Information Agent for the U.S. Offer is: D.F. King & Co., Inc. 48 Wall Street, 22nd Floor, New York, NY 10005 Bankers and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free: (800) 488-8035 Email: OMA@dfking.com
				If you are an ADS holder and have questions about how to participate in the U.S. Offer through the ADS Receiving Agent, you should contact the U.S. Information Agent above.

	For the Year Ended December 31,
	2019		2020
	(in thousands of pesos)				(in thousands of dollars)(1)
Statement of Financial Position data:
Cash and cash equivalents		3,429,873		2,958,804		148,619
Other investments held to maturity		—		—		—
Total current assets		4,810,904		4,730,829		237,626
Property, leasehold improvements and equipment, net		2,647,101		2,700,469		135,643
Investment in airport concessions		9,267,111		10,229,656		513,828
Total assets		17,276,961		18,191,580		913,750
Current liabilities		1,235,293		4,225,565		212,247
Total liabilities		7,389,466		7,365,333		369,955
Capital stock		301,739		300,822		15,110
Total shareholders’ equity		9,887,495		10,826,247		543,795

	December 31,
	2019			2020			2020
	(in thousands of pesos)						(in thousands of dollars)
Assets
Current assets:
Cash and cash equivalents		$	83,227		$	141,296		$	7,097
Recoverable taxes			17,999			9,700			487
Due from related parties			182,777			—			—
Total current assets			284,003			150,996			7,584
Non-current assets:
Investments in shares of subsidiary			1,235,762			1,559,211			78,318
Total non-current assets			1,235,762			1,559,211			78,318
Total assets		$	1,519,765		$	1,710,207		$	85,902
Equity and Liabilities
Current liabilities:
Accounts payable		$	8,715		$	13,510		$	678
Income taxes payable			39,892			8,581			431
Due to related parties			156,988			—			—
Total liabilities			205,595			22,091			1,109
Stockholders’ equity:
Contributed capital
Common stock			331,972			862,703			43,333
Additional paid-in capital			22,126			22,126			1,111
			354,098			884,829			44,444
Earned capital (accumulated earnings)			959,548			804,099			40,389

	Filing Fees			U.S.$73,399.80
	ADS Receiving Agent and U.S. Information Agent Fees			50,500.00
	Legal Fees			850,000.00
	Printing, Mailing and Miscellaneous Fees and Expenses			200,000.00
	Total			U.S.$1,173,899.80

Name	Position	Citizenship	Principal Occupation or Employment; Employment History
David Martínez	Sole stockholder; Special Director of FH	United Kingdom	Chairman of the Board of Directors of FAI since 2012. Managing Director of Fintech Advisory Ltd. since 1997. Sole shareolder of Fintech Inc. (1986-1996). Special Director of FH since 2019.
Ricardo Guajardo Touché	Director	Mexican	Independent consultant since January 2005.
Francisco J. Fernandez	Director	Mexican	Financial consultant since January 2002.
Julio R. Rodríguez, Jr.	Head of Finance and Operations of FAI	United Kingdom	See “3. Directors and Executive Officers of Bagual” above.

		Name(s) and Address of Registered Holder(s) If there is any error in the name or address shown below, please make the necessary corrections

		SIGNATURE(S) REQUIRED Signature(s) of Registered Holder(s) or Agent
		Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on ADR(s). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer for a corporation acting in a fiduciary or representative capacity, or other person, please set forth full title. See Instructions 2, 3 and 7.
		Registered Holder
		Registered Holder
		Title, if any
		Date:
		Phone No.:
		Email Address:

		SIGNATURE(S) GUARANTEED (IF REQUIRED) See Instruction 3.
		Unless the ADSs are tendered by the registered holder(s) of the ADS(s), or for the account of a participant in the Securities Transfer Agent’s Medallion Program (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution. See Instruction 3.
		Authorized Signature
		Name of Firm
		Address of Firm — Please Print

		Name of Indeval participant:				Name and title of person authorized to act on behalf of Indeval participant:
		Point of contact:				Title of point of contact:
		Address:				Signature:
		Telephone:
		Fax:
		Electronic Mail (email):				Date:

		Beneficiary Bank:
		Account number:
		ABA:
		Ultimate beneficiary:
		Name of ultimate beneficiary:
		Date:
		Reference:


	Servicios de Tecnología Aeroportuaria, S. A. de C. V. Financial Statements for the Years Ended December 31, 2020 and 2019, and Independent Auditors’ Report Dated March 26, 2021


Table of contents	Page
Independent Auditors’ Report	1

Separate Statements of Financial Position	4

Separate Statements of Profit or and Other Comprehensive Income	5

Separate Statements of Changes in Stockholders’ Equity	6

Separate Statements of Cash Flows	7

Notes to the Separate Financial Statements	8

–	Identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

–	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity’s internal control.

–	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

–	Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Entity to cease to continue as a going concern.

–	Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.


	December 31,
	Notes		2020			2019
Assets
Current assets:
Cash and cash equivalents			$	141,296		$	83,227
Recoverable taxes				9,700			17,999
Due from related parties		10		-			182,777
Total current assets				150,996			284,003
Non-current assets:
Investments in shares of subsidiary		6		1,559,211			1,235,762
Total non-current assets				1,559,211			1,235,762

Total assets			$	1,710,207		$	1,519,765

Equity and liabilities

Current liabilities:
Accounts payable			$	13,510		$	8,715
Income taxes payable		7		8,581			39,892
Due to related parties		10		-			156,988
Total liabilities				22,091			205,595

Stockholders’ equity:		9
Contributed capital
Common stock				862,703			331,972
Additional paid-in capital				22,126			22,126
				884,829			354,098
Earned capital (accumulated earnings)				804,099			959,548
Participation in comprehensive (loss) income of subsidiary				(812	)		524

Total stockholders’ equity				1,688,116			1,314,170

Total stockholders’ equity and liabilities			$	1,710,207		$	1,519,765

			Contributed capital						Earned capital
	Number of shares		Common stock		Additional paid- in capital		Total contributed capital		(Accumulated earnings)			Participation in comprehensive (loss) income of subsidiary			Total stockholders’ equity
Balances at the beginning of 2019		331,972,000	$	331,972	$	22,126	$	354,098	$	777,603		$	1,667		$	1,133,368

Other movements (Note 2.f)		-		-		-		-		(26,358	)		-			(26,358	)
Dividends paid (Note 9.c)		-		-		-		-		(285,184	)		-			(285,184	)
Comprehensive income (loss)
Separate net income		-		-		-		-		493,487			-			493,487
Participation in comprehensive losses of subsidiary		-		-		-		-		-			(1,143	)		(1,143	)
Total comprehensive income		-		-		-		-		493,487			(1,143	)		492,344

Balances as of December 31, 2019		331,972,000		331,972		22,126		354,098		959,548			524			1,314,170

Additional capital contribution (Note 2.b)		530,731,376		530,731		-		530,731		-			-			530,731
Other movements (Note 2.b)		-		-		-		-		(355,603	)		-			(355,603	)
Comprehensive income (loss)		-		-		-		-		-			-
Separate net income		-		-		-		-		200,154			-			200,154
Participation in comprehensive losses of subsidiary		-		-		-		-		-			(1,336	)		(1,336	)
Total comprehensive income		-		-		-		-		200,154			(1,336	)		198,818

Balances as of December 31, 2020		862,703,376	$	862,703	$	22,126	$	884,829	$	804,099		$	(812	)	$	1,688,116

Amendments to the Conceptual Framework references in IFRS	The Entity has adopted the amendments included in Amendments to the Conceptual Framework references in IFRS for the first time this year. The amendments include derivative amendments to the affected standards that now refer to the new Conceptual Framework. Not all amendments, however, update such pronouncements with respect to Conceptual Framework references and phrases that refer to the revised Conceptual Framework. Some pronouncements are only updated to indicate which version of the Conceptual Framework they refer to (the IASC Conceptual Framework adopted by the IASB in 2001, the IASB Conceptual Framework of 2010, or the new and revised Conceptual Framework of 2018) or to indicate the definitions of the standards that have not been updated with the new definitions developed in the revised Conceptual Framework.

	The standards that have had modifications are IFRS 2, IFRS 3, IFRS 6, IFRS 14, IAS 1, IAS 8, IAS 34, IAS 37, IAS 38, IFRIC 12, IFRIC 19, IFRIC 20, IFRIC 22, and SIC-32.

Amendments to IFRS 3 Definition of a business	The Entity has adopted the amendments to IFRS 3 for the first time in the year. The amendments clarify that while businesses usually have exits, exits are not required for an integrated set of activities or assets to qualify as a business. To be considered a business, a set of activities or assets must include, at a minimum, inputs and a substantive process that together contribute to the creation of outputs.

	The modification eliminates the evaluation of whether market participants are capable of replacing some input or process and continuing with the exits. The amendments also introduced additional guidance that helps determine whether a substantive process has been acquired.

	The amendments introduced an optional concentration test that allows a simplified assessment of whether an acquired set of activities and assets is not a business. Under the optional concentration test, the acquired set of activities and assets is not a business if substantially all the fair values of the acquired assets are concentrated in the same identifiable asset or group of similar assets.

	The amendments are applied prospectively to all business combinations or asset acquisitions for which the acquisition date is on or after January 1, 2020.

Amendments to IAS 1 and IAS 8 Definition of materiality	The Entity has adopted the amendments to IAS 1 and IAS 8 in the year. The amendments made the definition of “material” in IAS 1 easier to understand and are not intended to alter the underlying concept of materiality in IFRS. The concept of “obscuring” material information with immaterial information has been included as part of the new definition.

	The threshold of materiality influencing users has been changed from ‘could influence’ to ‘reasonably expected to influence’.

	The definition of “material” in IAS 8 has been replaced by a reference to the definition in IAS 1. In addition, the IASB modified other standards and the Conceptual Framework to contain a definition of “material” to ensure consistency.

IFRS 10 and IAS 28	Sale or contribution of assets between an investor and its associate or
(amendments)	joint venture
Amendments to IAS 1	Classification of liabilities as current or non-current.
Amendments to IFRS 3	References to the conceptual framework
Amendments to IAS 16	Property, Plant and Equipment - before being used
Amendments to IAS 37	Onerous contracts - costs of fulfilling a contract
Annual improvements to	Amendments to IFRS 1 First adoption of International Financial
IFRS 2018-2020 cycle	Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases and IAS 41 Agriculture

	% of interest						Balance of investment at December 31,
Name	2020			2019			2020		2019
GACN (Note 2.b)		14.64	%		12.72	%	$	1,559,211	$	1,235,762

	Number of shares as of December 31, 2020
Fixed Capital	Authorized		Traded
Series “B” Class 1		340,345,556		340,345,556
Series “BB” Class 1		49,766,000		49,766,000

		390,111,556		390,111,556

	2020			2019
Initial balance of investment in shares in subsidiary	$	1,235,762		$	1,055,918
Participation in subsidiary profit or loss		149,657			409,558
Comprehensive income or loss		(1,336	)		(1,143	)
Acquisition of shares (Note 2b)		530,731			-
Other movements (Notes 2.b and d)		(355,603	)		(26,358	)
Dividends (Notes 6.c and d.)		-			(202,213	)

Final balance of investment in shares in subsidiary	$	1,559,211		$	1,235,762