The Ganz-Mavag consortium, 55% owned by the railway company Magyar Vagon and 45% owned by the Hungarian state company Corvinus, has formalized its takeover bid for Talgo, in which it offers 5 euros for each title and values ??the entire operation at 619 million euros.
The bidders also announce that the board of directors of Talgo has signed a letter in which it declares the offer “friendly” and considers that the price is “attractive for shareholders”, so it will “provide all the assistance” that interested parties require. for “the good end” of the operation.
The Hungarian consortium also recognizes in the information sent to the CNMV that the takeover bid is subject to the authorization of the Council of Ministers and assures that it will present the request immediately. The market supervisor will not authorize the takeover bid until the Government has given its approval.
The Minister of Transport, Óscar Puente, yesterday expressed his disagreement with the operation, alluding to the existence of Russian capital in the bidding consortium. He said the Government “will do everything possible” to prevent it.
In the information sent to the CNMV, Ganz-Mavag strives to provide the chain of control of the consortium, without any links to Russian capital appearing. Hungarian businessmen appear such as Csaba Toro or András Tombor, who is credited with a close relationship with his country’s prime minister, Viktor Orbán.
Talgo’s board of directors has unanimously made the decision to recommend the takeover bid. It has done so after having reviewed the industrial plan of the Hungarian buyers and having received financial advice, as indicated by the company itself separately to the CNMV.
The takeover bid, which is presented in cash, is conditional on reaching at least 50% of the capital. The Hungarian consortium says it has no intention of delisting Talgo and that it has binding commitments with banks to finance it. It is also willing to contribute its own funds.
If the Government gives its approval, success is practically guaranteed, since the main shareholder of the Spanish company, Pegaso Transportation International, which has 40% of the capital, has expressed its intention to accept the offer and sell its assets. Titles.
Behind the company that controls Talgo is the American fund Trilantic, which has been wanting to exit its shareholding for some time. There are also the founding family, the Oriols, and the Torreal family office, owned by Juan Abelló.
To defend the value of the consideration, Magyar Vagon says that the offer represents a premium of 14% with respect to the closing price of the shares the day before the operation became known, or 27% with respect to what was marked at mid-November, when it was first known that there was a potential interested party in the company.
Magyar Vagon also recognizes that the offer will require the approval of the European Commission and reports that, in the event that the agreement is broken, Talgo undertakes to pay 0.5% of the amount of the offer, that is, 3 million of euros.
