The unprecedented chapter in the Spanish stock market regarding the operation surrounding the takeover bid by the leader of the ITV and technical inspections Applus has been resolved with a handshake. The American fund Apollo definitively withdraws from the fight and the CNMV lifts the restrictions raised and recognizes its “transparency and cooperation.”
The battle for Applus seemed to be resolved in the final stretch, in an opening of envelopes in which the Amber consortium, formed by the ISQ and TDR funds, offered 12.78 euros per share, or about 1.65 billion euros. It was 2% higher than Apollo’s proposal.
However, Apollo already had just over 20% of the capital and had signed several agreements with various hedge funds in which it promised them a premium if its takeover bid was successful. These firms had an incentive to sell shares at a lower price than Amber because then they would end up receiving a premium.
An unprecedented situation was generated that led the CNMV on April 29 to adopt precautionary measures against Manzana, the company behind which Apollo is located, and against the funds that had signed purchase and sale contracts with this company. It imposed restrictions on trading in Applus shares.
The conflict has been resolved with Apollo’s decision to “withdraw its offer due to a takeover bid at a higher price.” On a “voluntary basis”, according to the CNMV, it has assumed commitments “not to acquire Applus shares until the settlement date of the takeover bid formulated by Amber or until the date on which said offer becomes void for any reason.”
The CNMV recognizes that it has never been in a situation like this. For this reason, the supervisor “wants to highlight the transparency and full cooperation of Apollo and Manzana within the framework of the situation generated after the opening of the envelopes, which has been novel and complex.”
There is no action or investigation underway regarding Apollo or Manzana in relation to possible conduct that does not comply with the regulations. It has also lifted the restrictions on Apollo and Manzana to operate in Applus shares.
After this controversy, Amber’s takeover continues. It is conditioned to exceed 50% of the capital of the technical inspection company.
