The possible disembarkation of the Abu Dhabi energy company Taqa in Naturgy’s capital with the purchase of at least 40% of the shares would mean that it would pay out at least 10,000 million euros, taking into account the current capitalization of the gasista plus the corresponding premium to current shareholders, according to market estimates.
Taqa is an Abu Dhabi multi-energy company owned 90% by the Abu Dhabi Developmental Holding Company fund; the remaining 10% is traded on the stock market. Negotiations between Taqa and the GIP and CVC funds, which own 40% of Naturgy, are well advanced and the sources consulted indicate that an agreement is very close. The same situation as the one with the gas company’s first shareholder, Criteria, the holding chaired by Isidre Fainé, which has 26.7%. In the latter case, to agree the governance of the company between the two outstanding investors.
In the strictly economic aspect, the purchase by Taqa would involve the launch of a share acquisition offer (tb) for 100% of the capital, since the law obliges to do so when it exceeds 30% or controls the majority of the board of directors, both circumstances that would be met in the event that an agreement is finally signed on two negotiation tracks, on the one hand between Taqa and the CVC and GIP funds, and on the other, between the Abu Dhabi investor and Criteria. Yesterday, this last holding company confirmed to the National Stock Market Commission (CNMV) the existence of these contacts: “Criteria is in talks with the potential investment group, which has stated that it is in contact with one of the reference shareholders of Naturgy and interested in achieving a potential partnership agreement with Criteria”.
In this case, it will be interesting to know the position of La Caixa’s investment holding, which is run by Ángel Simón, Criteria, historical controlling shareholder. The sources consulted indicate that it would participate in the tender together with Taqa, although not to acquire the same percentage. The aim of the Catalan group’s holding would be to exceed the aforementioned limit of 30%, so that later, depending on the circumstances, if it chose to expand its participation, it could do so without having to formulate a new offer for 100%.
Also, it should be taken into account that Taqa and Criteria would contemplate an agreement between shareholders to jointly control the company and in which the fundamental element is to maintain joint authority over Naturgy’s strategic decisions and appointments to the board, starting with the executive president, who would maintain the status of independent from the current one.
An additional element for La Caixa to strengthen its presence in Naturgy’s capital without unbalancing its diversification policy with investments on other fronts, such as expanding in a certain way its stake in Telefónica, another of its strategic investments. Much more stable is the package in Criteria’s first shareholder, in terms of volume and valuation, as well as dividends obtained, CaixaBank. In this, the holding has 31% and, as a result of the agreements with the European Central Bank (ECB) and its own investment criteria, it cannot take it further.
The hypothetical takeover of Naturgy will also be a challenge for the third fund present in Naturgy, IFM, with 15% and which since joining the company has maintained tense relations with the other major partners. If it decided not to sell its shares, it would be outright outnumbered by the other two major shareholders, who would have at least 70% of the capital, with a formal alliance to control it. In other words, IFM would remain as a passive investor who would collect the dividend and the hypothetical benefits of a future revaluation of the share in the market.
