The Spanish market is moving. Antin has submitted a takeover bid (takeover bid) for all of Opdenergy’s shares in cash at 5.85 euros per share. The Luxembourg-based group is offering a 46% premium to the clean energy group’s latest close on shares, which ended Friday at 4 euros. Antin’s offer values the Spanish company at around 866 million euros and has the commitment of 71.87% of the capital, which have agreed to sign the offer.
The operation is linked to at least 75% of the capital accepting the takeover bid, so Antin would need to capture an additional 3,813% and will need several authorizations. In addition to those of Competition, the Council of Ministers must validate the operation, as it is a purchase by a foreign group, according to the takeover bid brochure published this Monday by the CNMV. The stock market supervisor will not approve the operation until the Government approves it.
Antin has reached an agreement with several of the selling shareholders, such as Marearoja, Aldrovi and Luis Cid, CEO of the Opdenergy pact, not only for the sale of their shares, but for subsequent reinvestment in the buyer. In this sense, the three have agreed to reinvest in the capital of the Luxembourg group. Thus, Marearoja and Aldrovi would acquire 10% of the share capital of Antin y Cid, CEO of the group, an amount that is not closed and that would entail the liquidation in favor of Antin of its incentive plan. Jalasa Ingeniería, which holds 11% of the capital of Opendenergy, remains outside the reinvestment agreement, although it has promised to sell its shares to Antin.
The shareholders’ agreements will be valid for 18 months. If within that period the CNMV has not approved the takeover bid, the agreements reached in the bid would be rendered invalid. The offer would also be invalid if the Council of Ministers did not authorize the entry into the capital of the group based in Luxembourg.