MADRID, 24 Ene. (EUROPA PRESS) –
The American fund Apollo, through its instrumental company Manzana Spain BidCo, has signed purchase and sale contracts with holders of Applus shares for the acquisition of up to 28.2 million shares of the company, representing 21.85% of its capital social, at a price of 10.65 euros per share, which will mean a maximum disbursement for this package of shares of 300.3 million euros, the company specified this Wednesday to the National Securities Market Commission (CNMV).
The signing of these contracts implies that the price of the voluntary takeover bid (OPA) launched by Apollo for 100% of Applus is automatically raised to 10.65 euros per share, compared to the previous 9.5 euros, which which represents an improvement, in relative values, of 12.1%.
These 10.65 euros that Apollo will now offer in the framework of its takeover bid imply a premium of 3.9% over the price at which Applus shares closed this Tuesday (10.25 euros) and exceed the 9.75 euros of the another offer launched on the company, that of I Squared and TDR.
This new price of 10.65 euros offered by the US fund, subject to the authorization of the prospectus supplement by the CNMV, is the highest that will be paid under the purchase and sale contracts, and the offer “will become unconditional”, to which Apollo will accredit to the CNMV the complementary guarantee that corresponds to the modification of the price of its takeover bid.
In relation to the purchase and sale contracts signed for the purchase of up to 21.85% of Applus, the company has detailed that the American fund has signed four purchase and sale contracts with holders of Applus shares and another eleven contracts with holders of derivatives.
Under these contracts, Apollo undertakes to acquire, subject to compliance with certain suspensive conditions, 28,204,123 shares of Applus, representing 21.85% of the share capital. This participation will become effective once the sales and purchases are settled.
Apollo’s takeover bid was authorized by the CNMV on January 17, then at a price of 9.5 euros per share in cash, which yielded a total amount of 1,226.2 million euros.
CLAUSES IN PURCHASE AND SALE CONTRACTS
The signed contracts provide for certain ‘earn-out’ and ‘anti-embarrassment’ clauses to compensate the selling shareholders in the event that Apollo raises the price of the offer and it is successful or if it is not successful, and, except in one exception , sell the shares to a third party, “including the sale to any third party that has submitted a competing offer for Applus.”
Specifically, in the event that the final price of the takeover bid is greater than 10.65 euros per share and the operation is successful, Apollo will pay each seller an amount for each share acquired equal to the difference between the final price of the offer and the price per share paid under the purchase and sale contracts.
In the event that the takeover bid fails and Apollo transfers all or part of the shares acquired under the purchase and sale contracts to a third party at a price higher than the price paid to the seller during the twelve months (24 months in the case of two contracts of sale) after the settlement of the sale, the seller would have the right to receive compensation.
Applus has reported that a supplement to Apollo’s takeover prospectus will be published in the coming days that will describe in greater detail the signed purchase and sale agreements and their impact on the offer.
