This Friday, the National Securities Market Commission (CNMV) authorized the second public takeover bid (takeover bid) for Applus and has offered indications on the date on which the fight between US funds for the Spanish ITV leader must be resolved. industrial inspections.
The offer authorized today is that of Amber EquityCo, a consortium formed by the North American funds I Squared and TDR Capital, and consists of 11 euros per share, which values ??the entire company at 1,450 million euros. The figure is slightly below the company’s current stock market price of 11.34 euros.
Amber’s proposal is slightly higher than the 10.65 euros offered by the American investment giant Apollo through the special purpose company Manzana Bidco – the name Applus evokes an apple for Anglo-Saxon investors. Despite its greater amount, Amber’s initiative has against it the fact that Apollo beat it to the punch by purchasing 21% of the capital from institutional investors outside the market.
In a statement, the CNMV explains that an acceptance period of 30 calendar days will open after the publication of the announcement of Amber’s takeover bid and that the period for the two competing offers will be the same. Amber indicates that its intention is to present the terms of its counter-takeover bid in five business days, so, once the 30 calendar days have been added, Applus’s fate could decide around April 28.
Although Apollo already has 21% of the shares, Amber says that its takeover bid is for 100% of the capital, inviting the competitor to sell the shares. She also explains to the CNMV that her takeover bid is voluntary and is conditional on reaching 50% of the capital. If it exceeds 75%, it will promote measures to delist Applus from the stock market.
It has also provided a report from the firm Kroll Advisory to defend the price of its proposal. The CNMV itself indicates in its statement that the price is “sufficiently justified.”
It also comes to the process with seven bank guarantees for around 1,450 million euros to cover the cost of the operation. Among the entities that provide financing are international banks, which are Barclays Bank, Morgan Stanley, Credit Agricole, HSBC, Goldman Sachs, Deutsche Bank and Standard Chartered.
In its takeover bid, Apollo has the advice of BNP Paribas, which also coordinates the financing together with Santander to guarantee the success of its proposal.
The interest of different competing funds has served at least to significantly increase the value of Applus, which since May of last year, amidst rumors about the first approaches, has appreciated nearly 50% on the stock market.
The first offer was launched by Apollo at 9.5 euros, to which Amber reacted with an approach of 9.75 euros. The initial bidder’s counterattack consisted of raising the bid to 10.65 euros and buying 21% of the shares, to which the rivals responded by announcing the 11 euros now approved by the CNMV.
Applus’s shareholding is very fragmented, which facilitates this type of movement. The US bank Morgan Stanley has 5.3%, ahead of Southeastern Asset Management, which has 5.1%, or DWS, which declares 3.8%. Santander, with 3%, is the largest Spanish shareholder.
The company has been listed on the stock market for ten years, after the Carlyle investment fund decided to sell it through a public offering of shares (IPO).
