The businesswoman, who already owns 60% of Prosegur, offers 1.83 euros per share, with a premium of 27.4% over yesterday's closing price
Gubel, a company controlled by businesswoman Helena Revoredo, majority shareholder and president of Prosegur, has announced the launch of a voluntary public takeover bid (OPA) for 15% of the security company's share capital for up to 149.6 million euros, according to the information sent this Wednesday by Prosegur to the National Securities Market Commission (CNMV).
Revoredo, through Gubel and its wholly-owned subsidiary Prorevosa, is the direct and indirect owner of 59.899% of Prosegur's share capital and 61.445% of its voting rights, excluding treasury shares, meaning that, if the OPA, Revoredo would control 75% of the security company.
The takeover bid is aimed at all holders of Prosegur shares and extends to the acquisition of a maximum of 81,754,030 shares at a price of 1.83 euros per share in cash, which represents a premium of 27.4% over the price at which Prosegur shares closed yesterday (1.43 euros); 28.55% on the weighted average price of 1.424 euros per share in the last month; 21.05% on the weighted average price of 1.512 euros per share of the last three months, and 15.51% on the weighted average price of 1.584 euros per share of the last six months.
The Prosegur shares in the hands of Gubel will be immobilized until the completion of the takeover bid. The offer is formulated exclusively in the Spanish market, which is the only one in which Prosegur shares are listed, although it is addressed to all shareholders, regardless of their nationality or place of residence.
Gubel has assured that "it has committed sufficient financing to obtain the necessary funds to meet the total consideration for the offer." In fact, he specifies that this consideration "will be guaranteed by a bank guarantee."
The takeover bid is not subject to any conditions, so it will be valid and take effect regardless of the number of shares that accept it.
In accordance with what was specified in the offer announcement, if Prosegur made any distribution of dividends, reserves or any other distribution to its shareholders prior to the settlement of the takeover bid, the offer price (1.83 euros per share) will be reduced by an amount equivalent to the gross amount per share of the distribution or distribution, provided that said distribution is made prior to the liquidation of the OPA.
However, this will not apply in relation to the dividend charged to voluntary reserves, at a rate of 0.0661 gross euros per share, approved by the ordinary general meeting of Prosegur held on June 7 and whose payment is expected to be made. during the month of December, since it has already been taken into account in determining the offer price.
"IT IS NOT AN ECONOMIC CONCENTRATION"
Gubel assures in the announcement prior to the takeover bid sent to the CNMV that this offer "does not constitute an economic concentration and, consequently, is not subject to the obligation of notification or to obtaining any authorization or non-opposition, prior or after its formulation, by the European Commission, the National Markets and Competition Commission or any other competition authority."
"The offer is not subject to the obligation to notify any Spanish or foreign authority, nor to obtaining any authorization from another Spanish or foreign administrative authority other than the CNMV," he adds.
The decision to formulate this partial takeover bid was adopted by Gubel's board of directors yesterday.
Gubel and its owner assure that, in relation to this offer, they have no agreements nor have they reserved advantages for Prosegur shareholders or the members of its administrative, management and control bodies.
Revoredo intends for Prosegur shares to continue trading on the stock market and does not plan to promote or propose their delisting from trading.