The takeover war for the Spanish leader in ITV and industrial inspections, Applus, is beginning to turn. The company’s board of directors has issued its opinion on the two competing offers, that of the Anglo-Saxon consortium Amber and that of the American investment giant Apollo, and has reported that, although both are favorable, the first is liked more.
“All the directors who hold shares in the company have stated that their current intention is to accept, firstly, the offer and, secondly and only in the absence of the offer, the initial offer,” they state in reference to the takeover bid. Amber. They could modify their position if “circumstances change,” they add.
As is usual in these cases, the directors have opted for the highest bidder. After successive improvements to the initial offers, Amber ended up offering 11 euros per share, compared to 10.65 euros for Apollo, which had instead been acquiring 21% of the capital on the market and outside of its takeover bid.
The company Amber, amber in English, is formed by the American fund Squared Capital and the British TDR. The first of these two funds has as its founder and director Sadek Wahba, an American investor of Egyptian origin from Morgan Stanley whom Joe Biden appointed as advisor to the North American National Infrastructure Council.
The Applus board has issued opinion reports based on the analyzes carried out by JPMorgan and Evercore. When analyzing Apollo’s takeover bid, it considers that, “by unanimous vote”, it is “favorable”, although “the price of the competing offer amounts to 11 euros per share, being, therefore, higher than the offer price” .
That is the reason why the directors will sell their securities to Amber, but not before clarifying that “it is up to each shareholder of the company” to opt for one or the other. They do not take part, but at the same time they send a powerful signal in their individual decisions.
Of the nine members of the board of directors, the one with the most shares is the CEO, Joan Amigó, with 119,625. He will earn 1.3 million euros from the sale of the securities.
Amber’s offer has the approval of the Council of Ministers for the operation and is in cash, but presents an element not included in Apollo’s takeover bid: it is conditional on the acceptance of more than 50% of the capital. It has not yet obtained, like the competing operation, the approval of the European Commission.
The CNMV has already authorized the two rival takeover bids and has set April 24 as the date for the end of the acceptance period for both by shareholders. Ambar values ??the company at 1,450 million euros.
