Nader Hayaux Goebel advises EPM on TICSA sale to Odinsa

Nader Hayaux Goebel advised Empresas Públicas de Medellín E.S.P. (EPM) and its subsidiaries EPM Capital México, S.A. de C.V. and EPM Latam, S.A. on the sale of 100% of the shares of Tecnología Intercontinental, S.A.P.I. de C.V. (TICSA) to Odinsa, S.A. and Odinsa Aguas, S.L. The cross-border transaction implemented a key step in EPM’s long-term portfolio optimization strategy and enabled Odinsa to enter Mexico and launch Odinsa Aguas, its regional water infrastructure platform.

The transaction was signed on September 23, 2025, and closed on August 18, 2026, following satisfaction of the applicable merger-control and third-party approval requirements. The sale concluded an open and competitive international process in which strategic investors and funds from different countries were invited to participate.

TICSA is a Mexican water infrastructure company with 45 years of experience in the design, construction, operation and maintenance of water treatment systems. It has built 175 plants across Mexico, Colombia and Chile, whose combined treatment capacity is equivalent to serving approximately nine million people.

Its projects include the large-scale Tierra Negra wastewater treatment plant in Chihuahua, with a capacity of 1,500 liters per second, and the Celaya wastewater treatment plant, with a capacity of 750 liters per second. Together with TICSA’s other plants, these facilities form a water treatment platform of regional scale.

For EPM, the transaction executed a key step in its long-term portfolio optimization strategy, allowing it to reallocate capital toward businesses with stronger strategic alignment and risk-return profiles. For Odinsa and Grupo Argos, the acquisition represented both an entry into Mexico and an expansion into water infrastructure, complementing Odinsa’s established road and airport concession platforms.

Following the acquisition, TICSA became the foundation for Odinsa Aguas, a new regional water infrastructure investment platform focused on wastewater treatment, reuse and desalination.

A complex cross-border transaction

The transaction combined three distinct dimensions: a cross-border share sale, a multi-entity pre-closing carve-out and the transfer of an operating water infrastructure business that would anchor a new regional investment platform. It involved sellers in Mexico and Panama, purchasers in Colombia and Spain, and a Mexican target with a 45-year track record across Latin America.

Nader Hayaux Goebel’s mandate began with the international competitive sale process, in which several strategic investors and funds were invited to participate, and continued through the selection of Odinsa, negotiation and execution of the transaction documents and closing. Throughout the process, the firm led the seller-side legal workstream, coordinating the corporate, tax, competition, contractual and closing workstreams across jurisdictions.

Closing required three interdependent workstreams: the pre-closing carve-out of companies and businesses outside the agreed transaction perimeter; Mexican merger-control clearance; and change-of-control approvals from key clients and financial institutions.

Nader Hayaux Goebel designed and implemented the required corporate reorganization, coordinated the third-party consent strategy and developed the synchronized closing mechanics necessary to satisfy these conditions and deliver a clean transfer of 100% of TICSA following an almost eleven-month period between signing and closing.

The transaction delivered a dual strategic outcome. For EPM, it implemented a key step in its long-term portfolio optimization strategy. For Odinsa, it marked its simultaneous entry into Mexico and the water infrastructure sector, establishing TICSA as the operational foundation of Odinsa Aguas and complementing its existing road and airport platforms. The transaction therefore stands out both for its legal complexity and for its role in creating a new regional investment platform in one of Latin America’s most critical infrastructure sectors.

The matter was a cross-border M&A transaction involving the sale of 100% of TICSA in the water infrastructure and water and wastewater treatment sector. The practice areas involved were Mergers & Acquisitions, Projects & Infrastructure, Antitrust & Competition and Tax. The jurisdictions involved were Mexico, Colombia, Spain, Panama, Guatemala and Chile. The transaction has closed and its value is confidential.

Legal team

The transaction was led by partners Alejandro Rojas V. and Fernando Castillo V.

Also involved were Alejandro Mendiola D., Antitrust; Adalberto Valadez H., Tax; and Francisco Palmero R.C., Tax Litigation.

The deal team included José Manuel López C., Miguel A. Salinas H. and César Parada F., together with Benjamín Salinas and Allan Pastor, Antitrust; Adrián Rodríguez, Tax; and Paola González, Tax Litigation. Law clerks Alejandra Szekely A. and Fátima Pérez R. also participated.

Garrigues acted as counsel to Odinsa, with a team comprising Gabriela Pérez S., José Francisco Pamanes and Leonardo Alonso.