ESENTIA Announces the Execution of an Agreement to Acquire the Guadalajara-Manzanillo Natural Gas Pipeline System, Connecting Existing System to the Port of Manzanillo

MEXICO CITY, Sept. 22, 2026 /PRNewswire/ -- ESENTIA Energy Development, S.A.B. de C.V. (BMV: ESENTIA) ("ESENTIA" or the "Company") today announced that it has entered into an agreement to acquire 100% of the equity interests of Energía Occidente de México, S. de R.L. de C.V. ("EOM") for a gross purchase price of US$400 million (the "Acquisition" or the "Transaction").

EOM owns and operates the approximately 313-km Guadalajara-Manzanillo natural gas pipeline system (the "Guadalajara-Manzanillo System"). The system runs from the Guadalajara area in Jalisco to Manzanillo, Colima, and is directly interconnected with ESENTIA's existing pipeline Villa de Reyes-Aguascalientes-Guadalajara system operated by Esentia Pipeline de Occidente, S. de R.L. de C.V. ("VAG"), an indirect subsidiary of the Company.

Upon completion of the Transaction, the Guadalajara-Manzanillo System would extend ESENTIA's integrated pipeline network to the Port of Manzanillo on Mexico's Pacific coast. As a result, ESENTIA would become the only private company with an integrated natural gas pipeline system connecting the Permian Basin in Texas to the Mexican Pacific coast.

Esentia believes that the combination of the Guadalajara–Manzanillo System with its existing infrastructure will result in highly valuable operational synergies and cost savings over time and provide additional commercial flexibility across the combined corridor.

"The Acquisition is consistent with ESENTIA's strategy to build a cohesive cross-border transportation system through disciplined M&A and low-risk opportunities that capitalize on our existing infrastructure" said Daniel Bustos, Chief Executive Officer. "The Acquisition would expand ESENTIA's ability to serve existing and prospective customers within the combined system's area of influence, including demand from power generation, industrial customers and potential LNG-related projects, and help reinforce ESENTIA's position as one of Mexico's leading natural gas transportation platforms."

The Acquisition will be consummated pursuant to an equity purchase agreement entered into today with respect to 100% of the equity interests of EOM, among certain subsidiaries of ESENTIA as purchasers, and TC Energía Mexicana, S. de R.L. de C.V. and TCPL CentrOriente Ltd., as sellers.

The Company expects to fund the purchase price of the Acquisition through a combination of available liquidity and/or available borrowings under existing credit facilities, and the Transaction is not expected to increase the Company's gross indebtedness. The consummation of the Acquisition is subject to customary closing conditions, regulatory approvals and consents.

Citigroup is acting as financial advisor to ESENTIA in connection with the Transaction.

The Acquisition constitutes a corporate restructuring pursuant to the "General Provisions Applicable to Securities Issuers and Other Securities Market Participants" (Disposiciones de carácter general aplicables a las emisoras de valores y a otros participantes del mercado de valores), published in the Official Gazette of the Federation (Diario Oficial de la Federación) on March 19, 2003 (as amended from time to time, the "Issuers' Circular"). The Transaction was approved by ESENTIA's Board of Directors on September 4, 2026. At such time, the potential Acquisition and the related negotiation process were confidential, as agreed with the sellers and EOM.

Pursuant to Article 35, Section I, of the Issuers' Circular, the Company does not have the accounting information necessary to prepare the required information memorandum as of the date hereof. Accordingly, the Company will defer the publication of the information memorandum to no later than the business day immediately following the date on which the necessary information becomes available, which the Company expects will occur within no more than 80 (eighty) calendar days from the date hereof.

About the Guadalajara–Manzanillo System:

The Guadalajara–Manzanillo System is an approximately 313-kilometer natural gas transportation system extending between the Guadalajara area in Jalisco and Manzanillo, Colima.

The system is connected to the LNG Manzanillo regasification terminal, located on Mexico's Pacific coast, and consists of two principal segments:

• Segment 1 consists of an approximately 5.5-kilometer, 24-inch pipeline with transportation capacity of approximately 500 MMcf/d. The segment connects the LNG Manzanillo regasification terminal with Comisión Federal de Electricidad's CT Manzanillo power generation facility.
• Segment 2 consists of an approximately 307.3-kilometer, 30-inch pipeline with transportation capacity of approximately 360 MMcf/d. The segment extends from the Manzanillo area toward Guadalajara and interconnects with the Sistema de Transporte y Almacenamiento Nacional Integrado de Gas Natural ("SISTRANGAS") and Esentia's VAG system near Guadalajara, Jalisco. 

About ESENTIA Energy Systems:

ESENTIA Energy Systems is a leading company in Mexico's energy sector, specializing in the transportation and commercialization of natural gas. With more than 20 years of experience, we develop infrastructure projects that drive growth and expand access to energy, contributing to Mexico's well-being and sustainable development. We operate Mexico's largest interconnected natural gas system, supplying reliable, low-cost natural gas from Waha, Texas, through the center of the country to major industrial regions. At ESENTIA Energy Systems, we operate under the highest safety standards and maintain a firm commitment to sustainability and respect for the communities where we operate. For more information, visit www.esentiaenergy.com

Forward-looking statements

This press release contains statements that constitute estimates and forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Acquisition including (i) projections, predictions, expectations, estimates, or forecasts as to our business, our results of operations and financial condition, our future economic performance and the general economic conditions, (ii) plans, objectives or goals, including those related to financial, operational or service performance, and (iii) statements of assumptions underlying the aforementioned statements and any other similar statements concerning matters that are not historical facts. Words such as "believe," "expect," "may," "potential," "will," "would" and similar words are intended to identify estimates and forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are based on our current expectations and assumptions of future events and trends which affect, or may affect, our business prospects, financial condition and results of operations. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Future events or circumstances could cause our actual business prospects, financial condition and results of operations to differ materially from those contemplated by the forward-looking statements. Our forward-looking statements, expectations and assumptions, as well as our actual business prospects, results of operations and financial condition, may be influenced by, among others, the following factors: risks and uncertainties relating to the transactions contemplated by the Acquisition, including the occurrence of any event, change or other circumstance that could give rise to the right of us or the sellers to terminate the equity purchase agreement the possibility that the Acquisition does not close when expected or at all because of required regulatory, stockholders', or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Acquisition); that efforts to complete the Acquisition may affect our business relationships with our existing and potential customers, suppliers, service providers and other business partners; the risk that the expected synergies from the Acquisition may not be fully realized or may take longer to realize than expected; any failure to promptly and effectively integrate our business and that of EOM; and that the diversion Acquisition may divert of management's attention and time to the Acquisition from ongoing business operations and opportunities. All forward-looking statements contained in this press release are qualified in their entirety by these risks, uncertainties and other unknown factors that could affect our business and we cannot assess the impact of all such factors on our business.