The CNMV has requested a valuation report from an external appraiser on MásMóvil, according to financial sources.
The request for the report comes after the telecom company was excluded from trading on November 11, after KKR, Cinven and Providence launched an offer in summer at 22.5 euros per share.
The Polygon fund, which entered the heat of the offer and came to have more than 1% of the teleco, left the company slamming the door and resorting to the authorization of the CNMV before the National Court, as announced by the hedge fund last year October 2nd.
The
private equity offer
was announced in the process of de-escalation of the first wave of Covid, on June 1, 2020, to be approved by the CNMV on July 29.
The buyers announced that their objective was to exclude the company from the stock market, and for this they used a valuation report prepared by PwC, which assigned a range to the teleco between 19.92 and 24.92 euros per share.
With this report, the article on the shielding of takeovers in times of turmoil included in the Securities Market Law, as published by CincoDías on May 11, was addressed.
This legislative shield created in 2012, was activated with the Covid-19 and will be in force until two years later.
Not only that, the CNMV requested another report on its own in July, before approving the prospectus, according to the public sector contracting platform.
The price of the MásMóvil takeover bid, which was valued by the fourth operator in the sector in Spain at 2,964 million euros, was at a prudent distance from the historical maximum of 25.92 euros per share at which it closed in March 2018 Opportunistic funds that entered the heat of the supply of funds demanded a price improvement.
Polygon even sent several letters to the supervisor, then chaired by Sebastián Albella, in which he made an amendment to the entire report commissioned by the current owners of MásMóvil and which supported the exclusion of the Bolsa.
In its second letter, the fund, one of the most combative in this type of process, and which already opposed the price offered by KKR and its allies in the bid for Dia, assured that PwC's assessment of MásMóvil it is at least seven or eight euros below the correct one.
The fund, which has a long-term stake in Realia's capital since 2016 and where it now controls 9%, announced on October 2 that it would challenge the CNMV's agreement of July 29 of last year in which it authorized the bid presented by Lorca Telecom Bidco –the instrumental company created by the venture capital funds– to launch the offer before the National Court.
On December 23, the supervisor published a tender to hire a company specialized in business valuation under the emergency procedure as part of the justification of a takeover bid.
A spokesperson for the CNMV has declined to comment on this information.
The offer was accepted, in principle, by owners of 86.4% of the capital of the teleco.
The bid included the intention to exclude the trading company, which implies that buyers place a continuous purchase order on the market at the offer price.
As a consequence, buyers acquired 13.9%, so they took 99.3%.
What's more, Polygon, with a net worth of about 1,400 million dollars (around 1,200 million euros), sold its stake despite challenging the CNMV's decision.
The last judicial dispute of the CNMV on the price of an offer was resolved in December, when the Supreme Court validated the offer launched by FCC on Portland in August 2016 at six euros per share.
The supervisor appealed a court ruling that agreed with the minorities and demanded a price increase to 10.29 euros per title.
The exceptional case of Funespaña
Cancellation precedent.
Mapfre launched a takeover bid on Funespaña in March 2012 at 7 euros per share.
A few months earlier - in May 2011 - the insurer had agreed with a group of shareholders of the funeral home to purchase its shares at 7.5 euros.
José Ignacio Rodrigo Fernández, former president of Funespaña, who had 15% of the capital, did not attend the tender and, instead, went to the National Court.
His big argument was that the price of the offer hurt shareholders who had not agreed with Mapfre.
This court, however, did not agree with him.
But the ruling was appealed and on that occasion the Supreme Court took a position on the side of retailers, ensuring that the Hearing had an unreasonable interpretation of the decree that regulates takeover bids since 2007. Mapfre had to compensate part of the shareholders and also launched another bid at 7.5 euros per share in 2018 that allowed it to be delisted from the stock market.
Legal sources indicate that this is the only case, so far, of an opa that has been brought down in court.