Key Takeaways
- • FIBRA Prologis obtained CNBV approval on February 18, 2026, to delist Terrafina's CBFIs (certificados bursátiles fiduciarios inmobiliarios) from Mexico's National Securities Registry, completing the delisting process from the Mexican Stock Exchange (BMV).
- • FIBRA Prologis achieved 99.82% ownership of Terrafina following its tender offer, which closed on November 12, 2025, at MXN$42.50 per CBFI.
- • The company established a six-month payment trust window for remaining Terrafina CBFI holders who did not participate in the tender offer, allowing them to sell their holdings at the same MXN$42.50 price through February 16, 2026, onwards.
- • The delisting integrates Terrafina fully as a subsidiary trust of FIBRA Prologis, consolidating the company's position as a leading Class A industrial real estate operator in Mexico.
- • Terrafina's CBFIs have ceased trading on the BMV following the CNBV authorization and formal delisting completion.
Summary
FIBRA Prologis announced that Terrafina received official authorization from Mexico's National Banking and Securities Commission (CNBV) on February 18, 2026, to cancel the registration of its real estate trust certificates in the National Securities Registry. This regulatory approval culminated a consolidation process that began with FIBRA Prologis's tender offer for Terrafina's CBFIs, which concluded on November 12, 2025.
As a result of the CNBV authorization, Terrafina completed its delisting from the Mexican Stock Exchange (BMV), and the securities ceased to be listed and tradable. The delisting followed a December 1, 2025, shareholders' meeting at which Terrafina's CBFI holders approved the cancellation of the registration. FIBRA Prologis's tender offer resulted in the company acquiring 99.82% ownership of Terrafina, establishing it as a wholly-controlled subsidiary trust.
To address minority shareholders who did not tender their holdings, FIBRA Prologis established a payment trust on February 16, 2026, funded with cash to accommodate remaining CBFI holders. The trust provides a six-month window during which non-tendering holders may sell their shares at MXN$42.50 per CBFI—identical to the tender offer price—ensuring liquidity for all shareholders regardless of participation timing.
The delisting consolidates FIBRA Prologis's industrial real estate portfolio in Mexico and simplifies the corporate structure by eliminating the publicly-traded Terrafina subsidiary. FIBRA Prologis, a leading owner and operator of Class A industrial real estate in Mexico, now operates Terrafina as a fully integrated subsidiary following completion of regulatory approval and delisting procedures.
As a result of the CNBV authorization, Terrafina completed its delisting from the Mexican Stock Exchange (BMV), and the securities ceased to be listed and tradable. The delisting followed a December 1, 2025, shareholders' meeting at which Terrafina's CBFI holders approved the cancellation of the registration. FIBRA Prologis's tender offer resulted in the company acquiring 99.82% ownership of Terrafina, establishing it as a wholly-controlled subsidiary trust.
To address minority shareholders who did not tender their holdings, FIBRA Prologis established a payment trust on February 16, 2026, funded with cash to accommodate remaining CBFI holders. The trust provides a six-month window during which non-tendering holders may sell their shares at MXN$42.50 per CBFI—identical to the tender offer price—ensuring liquidity for all shareholders regardless of participation timing.
The delisting consolidates FIBRA Prologis's industrial real estate portfolio in Mexico and simplifies the corporate structure by eliminating the publicly-traded Terrafina subsidiary. FIBRA Prologis, a leading owner and operator of Class A industrial real estate in Mexico, now operates Terrafina as a fully integrated subsidiary following completion of regulatory approval and delisting procedures.
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