The Spanish National Securities Market Commission (CNMV) approved Australian fund IFM’s fractional takeover bid of Naturgy, a Spanish multinational energy group, on 8th September 2021 (Wednesday). The transaction is valued at a gigantic 4.90 billion euros (USD 5.79 billion).
The Australian investment management company will have a period of up to 5 days to make its public announcement of the takeover bid. After the announcement of the bid, the Spanish multinational, Naturgy, will have a period of 30 days to accept the offer made by IFM.
Australian IFM’s partial takeover bid of Spanish Naturgy
The National Securities Market Commission (CNMV) board has authenticated the partial voluntary public offer for the acquisition of around 22.69% of Naturgy’s shares encompassed by the Australian fund, IFM.
The partial takeover bid of Industry Funds Management (IFM) was government-approved in August under the premise that it would safeguard the supply of electricity and gas, investments, and jobs.
The National Securities Market Commission (CNMV), indicated in a statement on Wednesday, that IFM had facilitated all the necessities drafted by the Spanish government.
Apart from the 26% stake held by Criteria Caixa, Naturgy’s principal shareholders comprise of private equity funds – CVC and GIP, which hold 20.72% and 20.64% stake, respectively.
After husking out dividend payments, Industry Funds Management (IFM) is contributing 22.07 euros (USD 26.09) per share. This value is estimated to be reduced from its original worth of 23 euros (USD 27.18).
The proposition will subjugate at least 17% of the Spanish multinational group.
Alantra, a Spanish investment firm, stated that it would not exclude IFM’s decision to lower the minimum benchmark to lock the bid. It also stated that the approval from the National Securities Market Commission (CNMV) was an expected endeavor.
According to the current shareholder blueprint, achieving the minimum 17% benchmark will necessitate 50% of the public float to accept the bid. This was not convenient, according to Alantra.
The deal is marked at 22.69% of Naturgy’s capital which encompasses a maximum of 220 million shares. Provided the reception exceeds the maximum value, the allotted rules drafted out in the verdict of the takeover bids will be pragmatic.
The price established by IFM is at 22.07 euros (USD 26.09) per share, post the preliminary offer of 23 euros (USD 27.18), which was adjusted owing to the nature of the dividends paid by Naturgy on March 17th and August 4th of this year. The dividends paid were valued at a gross amount of 0.63 euros (USD 0.74) and 0.30 euros (USD 0.35) per share, respectively.
The bid has been made after following the treaties of the offering fund with Naturgy’s CVC and GIP shareholders (who hold 20.72% and 20.64% stake respectively). The takeover bid is partial and voluntary. The estimated price is in cash and the fund has produced a valuation report that was drafted by Duff & Phelps (D&P). D&P is an independent expert that validates the prince and the significance of the several methods of applied valuation. The offer will be effective if a minimum of 164,834,347 shares (that represents 17% of the capital) is accepted.
15 financial entities have presented 17 guarantees for a total of 4,921.4 million euros (USD 5816.73 million), as a guarantee of the operation. Naturgy’s acceptance period is marked to be 30 days from the day of trading. This acceptance period follows IFM’s first public announcement, accompanied by the obligatory data of the offer.
Owing to the partial nature of the bid, the claim to forced sale right is not applicable, stated the takeover bid’s supervisor.
The bid can be further minimized to the benchmark of 10%, stated the takeover prospectus that was published on Wednesday.