Updated on Thursday, 23 September 2021 – 09:38
It offers 7 euros for each title, a premium of 30.8% compared to the closing of Wednesday (5.35 euros)
Zardoya plant in Legans.EM
The shares of Zardoya Otis began the session this Thursday with a rise of more than 32% after Otis announced its intention to launch a public takeover offer (OPA) for the 49.99% of its subsidiary that it does not control for 1,646 million euros, at a rate of 7 euros in cash for each security, which represents a premium of 30.8% compared to yesterday’s closing (5.35 euros).
Specifically, the shares of Zardoya Otis soared 32.15% in the first bars of this Thursday’s session, until it was exchanged at a price of 7.08 euros, above that offered in the takeover bid.
The offer is aimed at all the shares into which the capital stock of Zardoya Otis is divided, that is, 470,464,311 shares (including treasury shares), according to the information sent to the National Securities Market Commission (CNMV ).
The indirectly owned Otis shares (that is, 235,279,377 shares of Zardoya Otis, representing 50.01% of its capital stock), which will be immobilized, are excluded from the offer.
Consequently, the offer launched by the parent company of Zardoya Otis is effectively targeting a total of 235,184,934 shares of the company, representing 49.99% of its share capital.
The offer price will be reduced by an amount of 0.074 euros per share as a result of the dividend announced by Zardoya Otis, whose payment is scheduled for October 11 of 2021.
The resulting price will be rounded up to two decimal places, in such a way that with effect from October 7, 2021 (ex-dividend date) the offer price will be set at 6.93 euros per share.
Similarly, the price will be reduced by an amount equivalent to the gross amount per share of any distribution of dividends, reserves or issue premium, or any other distribution to its shareholders that Zardoya Otis may make from now on.
The offeror is Opal Spanish Holdings (OSH), wholly owned by Otis Elevator Company, and anticipates that the submission of the request for authorization of the offer will take place towards the end of the maximum term of one month foreseen.
OSH considers that the offer price complies with the requirements of article 137.2 of the Securities Market Law, insofar as the consideration is in cash and is justified by a valuation report prepared by Deloitte Financial Advisory, as an independent expert. .
Likewise, OSH believes that the consideration offered meets the conditions ofe ‘fair price’ in accordance with the rules of article 9 of Royal Decree 1066/2007, to the extent that the offer price is above the highest price paid or agreed by Otis or Otis Group entities, or by the members of their bodies. of direction, control and supervision, for the acquisition of the shares of Zardoya during the twelve months prior to the present date.
The offer is not subject to any conditions and neither to notification before the European Commission nor before the National Commission of Markets and Competition (CNMC).
Likewise, the potential acquisition of the shares object of this offer does not constitute an operation subject to authorization of direct foreign investments by virtue of what is established in the Law on the legal regime of capital movements and economic transactions abroad and in the provision transitory one of the Royal Decree-Law of urgent measures to support business solvency and the energy sector, and in tax matters, since Otis already owns more than 50% of the capital stock of Zardoya and has exclusive control of the company.
Finally, OSH will exercise the right of forced sale of the remaining shares of Zardoya Otis (‘squeeze-out’) at the same offer price, subject to any adjustment. The execution of the forced sale operation resulting from the exercise of said right will give rise to the exclusion of listing of Zardoya Otis from the Spanish stock exchanges.
THE COUNCIL OF ZARDOYA WILL ANALYZE THE OFFER
For its part, the board of directors of Zardoya Otis will analyze the terms and conditions of the offer, I will follow up continuously of the same and issue a report with their opinion and observations when legally required.
For these purposes, for the best performance of its functions and in line with the usual practice in this type of process, the board of directors has hired Gmez-Acebo & Pombo Lawyers as legal advisor within the framework of the offer and select a financial advisor who can also advise you for these purposes, according to Europa Press.
Meanwhile, and without prejudice to the performance limitations established in the regulations on takeover bids, Zardoya Otis will continue to operate its businesses on a regular basis in the best interest of its shareholders, customers and employees.
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