The Czech company Skoda’s offer for Talgo is raising doubts among the company’s majority shareholders. Pegaso Internacional, a consortium that controls 40.22% of the railway company through the sum of the shares of the Oriol family, the Torreal family office and private equity firm Trilantic Capital Partners, is skeptical of the Czech company’s approach and is inclined to reject a partial approach. The offer proposes to merge both companies.
In this spirit, the board of directors of the Spanish manufacturer responded to Skoda Transportation’s letter last Monday eveningindicating that it would provide further details on its approach, as the said letter did not indicate either the financial or production capabilities with which the new interested parties intend to compete with Hungary’s Magyar Vagon, according to various sources consulted by elEconomista.es.
Sources familiar with the operation They doubt Skoda Transportation’s plansgiven that the company has not made a profit for three years. In fact, despite the fact that its annual accounts show revenues of 1,382 million euros (twice that of Talgo, which earned 652 million) and an EBITDA of 21.8 million euros (the Spanish firm’s was 76.5 million, almost four times more), the interested party failed to break the minus last year. They also remember that Talgo There is an urgent need to increase production capacityan extreme that Skoda does not seem to guarantee either.
All this leads the controlling shareholders to believe that during the exchange of securities, it seems that Skoda will make its offer, A Czech company can never own more than 30% of the resulting company.compared to 70% of the Spanish rolling stock manufacturer, since the Spanish company is larger in size than the Czech one.
While Pegaso, the Luxembourg-based company that represents Talgo’s main owners, has made no official statement, it said in its latest reports, published in June, that Magyar Vagon’s proposal contains “obvious” industrial logic. Pegaso administrators add in the documentation they have seen that the most important thing about this proposal is that it “guarantees the Spanish character of the company and the preservation of employment and jobs.”
For its part, Trilantic, the fund that holds a controlling position in Pegaso, says it is open to analyzing “any proposal,” a spokesman told this newspaper, but They demand that it be “economically attractive.” and “linked to the industrial plan that supports Talgo’s growth.”
Talgo claims that it has no information or details about the Czech offer that could be analyzed or assessed. But they emphasize that the offer they are receiving is offer the opportunity to sell to all shareholdersincluding minorities, since a public exchange offer – the transaction that Skoda will propose – will leave them out. Therefore, the fund’s priority is to sell to someone who is ready to acquire 100% of Talgo.
And the private equity capital founded by Spaniard Javier Bagnón and the rest of the board of directors of Talgo. They rated Magyar Vagon’s offer as “attractive”. is waiting to learn the details of the prospectus, provided that the government approves the entry of Hungarian capital into the Spanish company.
It should not be forgotten that Skoda’s approach came after the Pedro Sanchez government tried to find an alternative to the takeover bid for Hungary. Various ministers, such as Oscar Puentethe head of transport, or Jordi Hereu, industry, demonstrated their rejection of Andras Tombor’s plans and its partners, which has generated buzz around possible white knights such as Criteria, SEPI or Escribano.
Talgo has already responded to Skoda
Talgo’s board of directors was urgently called on Monday evening after receiving a letter from Skoda management, in which it directly proposed a “combination of business and industrial integration” without any details. The same text was later cited by Talgo in its communication to the National Securities Market Commission (CNMV), where it acknowledged the interest of the Czech group.
In its response, in the absence of figures, Talgo management demanded that Skoda provide details of its industrial and financial capabilities and the economic proposal it would offer: “The company, in order to be able to assess further steps, asked Skoda for detailed information about the offer and, in particular, to indicate whether this offer to shareholders involves consideration exceeding that offered by Ganz-MaVag Europe Zrt in the takeover offer announced on 7 March and whether it will be paid in cash.”
It follows from the Council’s own response that The only scenario they can handle is to launch a counter-operation.. Added to this is the duty of passivity that the Takeover Act imposes on all shareholders involved in a transaction while the public acquisition offer is already in the implementation phase.
Seamless on the railway side
Pegaso has a majority on Talgo’s board of directors, where Magyar Vagon’s bid was considered. approved unanimously in March last year“The board of directors unanimously confirmed that the offer is friendly and the proposed consideration is attractive to shareholders, expressing a preliminary positive opinion on the stated proposed price,” the company said.
One of the keys to this broad consensus is that, in addition to representation, three Sunday newspapers from Torreal (Peter del Corro) and Trilantic (Francisco Javier Bañon Treviño and Javier Olascoaga) adds: support of the Oriol family (Carlos de Palacio and José María de Oriol) and two other independent members next to the fund founded by the former Lehman Brothers: Emilio Novela and Antonio Oporto. These are the two directors who are or have been on the advisory board of the British foundation.
This circumstance was pointed out by some minority shareholders who requested an increase in the number of members and to join the decision-making body. The Company believes that they can retain this category due to “their personal and professional circumstances” and that “they perform their functions in no way conditioned by their relationship with the Company or its group, its significant shareholders or its directors.”