Mexican Ministry of Communications and Transportation and Grupo Aeroportuario del Centro Norte in IPO

December 13, 2006

Cleary Gottlieb represented the Ministry of Communications and Transportation of Mexico, as selling stockholder, and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (GACN) in GACN’s U.S.$432 million initial public offering.  After giving effect to the exercise of the underwriters’ overallotment option, the global offering included 96,039,992 Series B shares in the international offering in the form of ADSs or Series B shares and 96,040,008 Series B shares in the Mexican offering.  Together, the offered securities represented 48.02% of GACN’s outstanding capital stock.  The transaction priced on November 28 and initially closed on December 4, followed by the December 13 closing of the sale of Series B shares subject to the underwriters’ overallotment option.

The offering priced at U.S.$18.00 per ADS, higher than the preliminary prospectus range of U.S.$14.50 to U.S.$16.50.  The shares traded up on their first day of trading and closed at U.S.$21.85 per ADS.  Citigroup was the lead underwriter for the international offering syndicate, which also included UBS and Scotia Capital, and Accival was the lead underwriter for the Mexican offering.  The ADSs are listed on the NASDAQ Global Market under the symbol “OMAB,” making GACN the first Mexican issuer to be listed on the NASDAQ.

The transaction concludes the final phase of the Mexican government’s privatization plan for Mexico’s commercial airport sector, which began in 1998 when the Mexican government divided 35 of Mexico’s principal airports into three groups to be opened to private investment.  GACN’s IPO follows the 2000 IPO of Grupo Aeroportuario del Sureste, S.A. de C.V. and the March 2006 IPO of Grupo Aeroportuario del Pacífico, S.A.B de C.V.

GACN’s subsidiaries operate 13 airports serving areas concentrated in Mexico’s central and northern regions, including the major metropolitan area of Monterrey, tourist destinations such as Acapulco and Zihuatanejo and a number of regional centers and border cities.  GACN’s two-phase privatization process began in 1999 with the acquisition by Servicios de Tecnología Aeroportuaria, S.A. de C.V. (“SETA”), GACN’s strategic shareholder pursuant to the Mexican airport privatization guidelines, of shares currently representing 14.7% of GACN’s equity in the form of Series BB shares, which SETA continues to own.  SETA’s current stockholders are Aéroports de Paris Management, S.A. and Aeroinvest, S.A. de C.V., a wholly owned subsidiary of Empresas ICA, S.A.B. de C.V.  Empresas ICA also owns shares representing an additional 35.3% of GACN.