Government discusses whether Taqa’s takeover bid for Naturgy should go through competition | Companies

Lawyers for the three main shareholders Naturgy, Criteria, GIP and CVC are working temporarily with Emirati group Taqa (which hired firm Clifford Chance for the case) to prepare a pre-announcement of the 100% takeover bid. company of a Spanish energy company, which must be sent to the National Securities Market Commission (CNMV). Whereas a transaction involving a company which is considered…

Lawyers for the three main shareholders Naturgy, Criteria, GIP and CVC are working temporarily with Emirati group Taqa (which hired firm Clifford Chance for the case) to prepare a pre-announcement of the 100% takeover bid. company of a Spanish energy company, which must be sent to the National Securities Market Commission (CNMV). Considering that a transaction that involves a company considered strategic will require administrative approvals, the securities supervisory authority will publish an announcement and keep it under quarantine until the offeror obtains said approvals, from which point the takeover prospectus will be published.

The process has caused quite a stir within the government, to the extent that there is no shortage of advocates within its ranks that the Emirati group should go through the Competition Chamber of the National Markets and Competition Commission (CNMC) as it is a business concentration operation. How would such an extreme be justified if Taqa does not operate in Spain and was until now completely unknown? Those who claim this is a concentration do so by blaming the same owner (the Emirati government) of this company and other companies present in Spain such as Mubadala with 62% of Cepsa and Masdar with participation in renewable energy. energy projects of Iberdrola and is owned by Taqa itself.

Market sources claim that it was in order to avoid this problem that the Emiratis chose Taqa, which has no direct interests in Spain, as the investment arm of Naturgy, although negotiations began, according to the same sources, with the oil company Adnoc, in the field of which many companies in the country operate with a corporate structure that is very different from the structure of European companies. In any case, it is a “complicated dispute” because, from a commercial point of view, Taqa is not part of the Emirati companies with interests in Spain. If such an obligation is established, it must be clarified by the Competition Chamber.

Additional actions for criteria

In their pre-announcement of the takeover bid, Taqa and Criteria should inform the market of the “partnership” or “collaboration” agreement, as the two companies called it at their respective events. Given that Criteria, which owns 26.7% of the capital, wants to continue to have a say in the management of Naturgy and on its board of directors, the parties will explore the possibility of increasing their participation by the La Caixa holding company, possibly up to 30 years. %. The aim is to avoid such an asymmetry of joint control between the Emirati group, which may own more than 50% of the capital, and the now first shareholder.

Two ways of increasing Criteria’s presence are being considered: either a joint takeover bid with Taq (determining the shares each will buy) or, once the takeover is completed, purchasing a stake from an Emirati company. In any case, the buyer or buyers have two takeover options: either a voluntary takeover for 100%, or first buy 41% of CVC and GIP and then launch an offer for the remaining capital.

The operation must also go through the Commission for Regulatory Supervision of the CNMC, unless by then it is divided into the National Energy Commission (CNE), which will be responsible for reviewing the impact of the operation on the company with regulated assets (grids). .

However, the power of the energy regulator to examine the acquisition of shares by a non-EU company in a Spanish electricity and gas distribution company became irrelevant since the possible conditions it could impose would first be imposed by the Council of Ministers itself. empowering it by applying the so-called anti-absorption shield. This is exactly what happened in the case of Naturgy’s third shareholder fund, Australia’s IFM, with a 15% stake, which entered into the energy company’s capital after accepting the RDL for foreign investment. Its development was approved last summer.

A high-level meeting between government members and other affected parties took place on Thursday at Moncloa Palace, political sources said. Despite recent rumors of possible state involvement in Naturgy, sources consulted rule this out: the company is not of the same size as Telefónica and its strategic nature is determined only by its gas contracts with Algeria, which does not justify a new financial effort. .SEPI. On the other hand, in this case, the government knew about the operation from the very beginning and is not skeptical of the Emirati investor.

Regarding the Algerian shareholder of the state oil company Naturgy SonatrachThe company, which owns 4% of the capital, has assured various quarters that it will not participate in the takeover bid for Naturgy, which is being prepared in Abu Dhabi. Sonatrach is Naturgy’s partner in the Medgaz gas pipeline, and the Algerian company controls and in turn maintains important gas contracts with the Spanish company. Sonatrach owns 50% of this infrastructure, which connects Algeria to Spain via Almeria, while the remaining 50% is in the hands of the Medina Partnership, which is equally shared by Naturgy and BlackRock, the world’s largest asset manager.

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