Sodim revised upwards the price to be paid in OPA on Semapa. Now, the Queiroz Pereira family holding company offers 12.17 euros per share, 6.75% more than the 11.40 euros previously proposed.
In release sent to the CMVM, Sodim informs of the change in the preliminary announcement of the OPA.
The revised price represents a premium of 1.75% compared to the closing price of this Tuesday, when the securities were traded for 11.96 euros. In relation to the quotation of the last session before the preliminary announcement of the OPA (9.50 euros), made on February 18th, the premium amounts to 28.1%. On this date, the offeror holds 71.906% directly and indirectly, corresponding to 73.167% voting rights. With this offer, Sodim aims to acquire the 22,831,666 shares it does not hold, which may result in a total disbursement of 277.86 million euros.
Thus, the total amount payable, if you acquire all the shares targeted for the offer, is 17.58 million euros higher than the initial proposal.
Sodim has defined as a condition of success that it will hold “a minimum of 90% of the target’s voting rights”, even if it admits the waiver up to 24 hours before the results of the offer of this condition are determined.
If this mark is reached (90% of the voting rights) and if the offer is guaranteed 90% of the voting rights object of the OPA, Sodim says that it will use the potestative acquisition mechanism. But it will not do it above the 12.17 euros now offered.
If it holds 90% or more of the voting rights, but fails to obtain 90% of the object of the offer, Sodim says it will promote the loss of quality as a public company.
The financial intermediaries are BCP and Caixa Banco de Investimento, with Santander also collaborating with Sodim in this operation, according to the Business. JP Morgan is the financial advisor and Linklaters is Sodim’s legal advisor.
Last week, in an interview with Negócios, Bestinver, the largest shareholder after Sodim in Semapa with a 5.05% stake, considered the offer “opportunistic”, accusing the Queiroz Pereira family of wanting to take advantage of the devaluation of the securities and remembering that the target price of the shares is significantly higher.
In addition to Bestinver, Norges Bank (2.13%) and Spaniards from Cobas Asset Management (2.05%) have qualified holdings in Semapa.
The remaining 16.8% of the shares are controlled by small investors, who have also shown their displeasure at the price offered in the OPA, either because of the market reaction – shares are above the offer price – or through the association that represents them, Maxyield.
“The price is significantly low and we recommend that our members do not sell their shares under the terms of the offer. Without a substantial increase in the value offered, we are facing a significant loss in the value of your investments ”, defends Maxyield.
Semapa, however, announced this Tuesday that it will propose the distribution of a dividend of 0.512 euros per share.
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