The battle between Anglo-Saxon investment funds for control of the Spanish ITV leader, Applus, already has the two contenders in a position to launch takeover bids and countertakeover bids. It is a struggle between the “amber” and the “apple” – these are the names that the candidates have given themselves in this operation – for a technical inspection company that in English evokes the second of these two terms.
The company Amber, created by the American fund Squared Capital and the British fund TDR, informed the CNMV this morning that the Council of Ministers has authorized its non-EU investment in Applus. The Foreign Investment Board, it indicates, approves the operation without conditions, which was necessary for the launch of its offer.
The “amber” front is led by the Squared fund, whose founder and director is Sadek Wahba, an American investor of Egyptian origin from Morgan Stanley whom Joe Biden has appointed advisor to the North American National Infrastructure Council.
In the fight for Applus, the firm Manzana Spain Bidco, created for this purpose by the American fund Apollo, made the first move, offering 9.5 euros per share. Squared and TDR responded by announcing that they would give 9.75 euros, to which Apollo reacted by announcing a price of 10.65 euros and that it had bought 21.85% of the Spanish company on the market without warning from a dozen capital firms. risk.
Apollo, or Manzana Bidco, has reported that on January 26 it submitted to the CNMV its request for a supplement to the offer with the new “unconditional” proposal of 10.65 euros for 100% of the technical inspections company, which values ??the total at 1.4 billion euros.
The supervisor is now processing the extension of Apollo’s offer prospectus, in which the fund has had to submit additional financing guarantees. In principle, it had a period of three days from January 26 to do so, so it is already late.
Once the CNMV authorizes Apollo’s improved offer, a period of ten days will open for Amber funds to present the counter-bid, which must include an improved price.
As Apollo has already acquired a portion of the shares, Amber’s funds have decided to lower the minimum acceptance threshold in their offer to 50%. After the authorization of the competing offer, the CNMV will open a period of 30 days and, if in that time no one withdraws, the contenders must present the final price of their improved offers to the supervisor in a sealed envelope.
Applus shareholders include Morgan Stanley, with 5.3%, ahead of Southeastern Asset Management, which declares 5.1%, or DWS, with 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).