The CNMV authorizes the improvement of the takeover bid formulated by Amber to 12.78 euros per share and affirms that it is not investigating Apollo
Manzana Spain Bidco, instrumental company of the Apollo investment fund, has withdrawn from its public acquisition offer (OPA) of shares formulated for 100% of Applus due to the existence of a competing offer, that of the Amber fund, at a higher price.
This has been communicated by the firm to the National Securities Market Commission (CNMV), to which it undertakes not to buy Applus shares, not to receive irrevocable purchase commitments, not to present a new offer for the company at any price. and not to create any type of expectation in this regard.
Thus, Apollo makes it clear that the above commitments are formulated voluntarily and in accordance with a “reasonable” interpretation of the applicable regulations “and are intended to contribute to the orderly functioning of the Spanish stock market and the existing competing takeover process for Applus.” “.
Applus was currently in the midst of a ‘war’ of public acquisition offers (OPAs) given that it had, on the one hand, the proposal of the consortium made up of ISQ and TDR (12.78 euros per share) and, on the other , that of the Apollo fund (12.51 euros per title).
Apollo’s takeover bid was presented at the end of June 2023 and authorized by the CNMV on January 17, 2024, modified by the supplement to the prospectus authorized by the supervisor on February 2.
Apollo argues in its notification to the CNMV that the minimal price difference between its offer and Amber’s, together with the trading operations of certain investors in the market, had given rise to a “novel” situation after the envelopes.
“Although Manzana and its advisors understand that this situation, although complex, is not incompatible with the Spanish regulations on public offers for the acquisition of shares, Manzana transmitted in parallel to the CNMV that it would respect the criteria and indications of the regulator and that, in its case, it would withdraw its offer as soon as it was legally feasible to facilitate the resolution of said situation,” he explains.
After the withdrawal of the takeover bid formulated by Manzana and taking into account the commitments that it has voluntarily assumed, the Executive Committee of the CNMV has resolved to lift the measures agreed on April 29, which imposed restrictions on operating with Applus shares. .
Also today, the CNMV has proceeded to authorize the modification of the takeover bid formulated by Amber for Applus shares through which it has raised its price to 12.78 euros per share.
This takeover bid, according to the supervisor, maintains the condition of minimum acceptance of 50% of Applus’s capital for its effectiveness, therefore informing the market, and in particular the shareholders of Applus, that in the event that said condition is not reached and Amber does not renounce it, no takeover bid for Applus could be settled in the current process.
THE CNMV DOES NOT INVESTIGATE APOLLO
In this context, the CNMV has highlighted “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 “new and complex” and which gave rise to the communication of the CNMV on April 29.
“The CNMV does not have any action or investigation underway regarding Apollo or Manzana in relation to possible conduct that does not comply with the regulations,” he highlighted.
Specifically, on April 29, the CNMV issued a statement on the consequences of considering Apollo’s offer as successful and its possible impact on the process of competitors, which motivated the adoption of precautionary measures on the entity and on the funds. that they had signed certain contracts for the purchase and sale of shares with Manzana.
