CNMV clarifies Skoda must submit counter-bid for Talgo

The business integration proposal that the Skoda Group made to Talgo is soon to be converted into a share acquisition offer (takeover bid), which would improve on the offer made in March by the Ganz Mavag consortium. and that the CNMV is being processed. ToSources close to the stock market regulator explain this by referring to Spanish securities market legislation and the law on takeovers.

The CNMV’s position in this regard is the same as that of

The business integration proposal that the Skoda Group made to Talgo is soon to be converted into a share acquisition offer (takeover bid), which would improve on the offer made in March by the Ganz Mavag consortium. and that the CNMV is being processed. ToSources close to the stock market regulator explain this by referring to Spanish securities market legislation and the law on takeovers.

The CNMV’s position on the matter is similar to that conveyed to the Czech manufacturer by Talgo’s board of directors this week after reviewing a document in which Skoda proposed a “business combination and industrial integration” proposal.

“As it does not contain an economic proposal, Talgo has asked the Czech company for details of the proposal and, in particular, to indicate whether it involves offering the company’s shareholders a higher consideration than that offered by Ganz Mavag in the takeover bid announced on March 7 and whether it will be paid in cash,” Talgo said in a note sent to the CNMV on July 16. It also asks for an explanation of “your current production and financial capabilities.”

With the Hungarian group’s bid for 100% of Talgo shares pending at €5 per share, any other bidder must formulate a competing takeover bid. improvement on the price offered by the initial offeror. It is possible to consider the possibility of paying in shares to effect the merger with Talgo, but on the condition that this consideration consists of securities of a company listed on the market of the European Union and that the exchange implies a valuation higher than the cash price. first takeover of the company.

Skoda is due to clarify the scope of its offer soon, which has caused confusion in the market, although it has not changed the market value dramatically. Talgo remains pegged at a price of four euros per share, 25% below the cash offer submitted by Ganz Mavag.

Skoda’s lack of specification comes at a key moment for the interests of Talgo shareholders, who are waiting for the government, through the Foreign Investment Board, to decide on the Hungarian proposal. Sources close to the Hungarian consortium note that on July 1 last year, the Foreign Investment Directorate of the Ministry of Economy last requested additional information from the consortium led by businessman Andras Tombor, meaning that the deadline for making a decision will have expired. next August 10.

Skoda, which is supported by the Spanish government, intends to be accompanied by Spanish partners. According to sources, the investment arm of Criteria Kaishaand the group NotaryIndra’s main shareholder may join Skoda’s operation.

Ganz Mavag representatives assure that they are not abandoning their offer despite the government’s refusal. If Spain vetoes the operation, the Hungarian consortium plans to sue.