MADRID, 8 Dic. (EUROPA PRESS) -
FourWorld Capital Management (FWC) will appeal to the Court the voluntary takeover bid (OPA) of Siemens Energy shares of Siemens Gamesa, considering that the offer price is not fair and does not meet the requirements of the regulations.
Specifically, the firm, a shareholder of the wind turbine manufacturer with a 0.7% stake -a package of 4,831 shares- and which has the legal advice of the DWF-RCD firm, will present a contentious-administrative appeal before the National Court against the authorization of the voluntary takeover bid by the National Securities Market Commission (CNMV), according to what sources from the US fund told Europa Press.
In addition, the same sources specified that the fund's intention is to acquire company titles in the coming days, since it will not go to the OPA and considers that the price to be paid in court will rise.
Last July, the firm sent a letter to the CNMV asking the supervisor to carry out "the necessary modifications and clarifications to guarantee" that the takeover bid was based "on an equitable price and complies with the requirements of the Law of the Stock Market and the RD OPAs".
Likewise, that same month it sent another letter to Siemens Gamesa asking it to know what the company's board of directors had done to search for competing offers and if it considered that the offer in the terms in which it is formulated could constitute 'per se' a limitation to the possibility of a competing offer.
In the document sent to the CNMV, which according to fund sources has not received a response, FourWorld Capital warned the stock market supervisor that, in its opinion, the takeover bid in the terms proposed offered shareholders "two highly questionable options, on the one hand , sell their shares at a price that is not fair or correspond to the value of the company; or, remain locked up in an unlisted company with the consequent loss of liquidity of their titles".
For this reason, it considered that the CNMV should review the price prior to the authorization "since it is a voluntary offer that is presented with a supposedly equitable price given the manifest will of subsequent exclusion, prior acquisition of the shares that do not go to the OPA through the sustained acquisition procedure established in article 11 d) RDOPAS".
In addition, it added that the value of Siemens Gamesa could have been temporarily affected "by the war situation and the perverse effects that have resulted from it for the world economy, especially with respect to the value of raw materials."
He also recalled that in the merger of Gamesa with the Siemens wind division, the exemption from launching a takeover bid for the takeover of the company was granted based on the industrial purpose of the operation alleged by Siemens AG.
However, it stressed that, later in 2020, Iberdrola reached an agreement with Siemens AG for the sale of its entire stake in the wind turbine manufacturer at a price higher than the current takeover bid, once again leaving minority shareholders aside.
On November 7, the CNMV authorized the voluntary takeover bid launched by Siemens Energy over Siemens Gamesa, at a price of 18.05 euros per share and which would entail a disbursement of more than 4,000 million euros if accepted by all targeted investors.
After the settlement of the offer, Siemens Energy intends, if it reaches at least 75% of the capital, to promote the exclusion of the manufacturer of wind turbines from the stock market, where it is currently listed as part of the Ibex 35.
The supervisor decided to authorize the OPA presented on May 31 and admitted for processing on June 16, understanding its terms adjusted to current regulations and considering the content of the explanatory brochure and its annexes sufficient, after the latest modifications registered last November 2.
The offer, whose acceptance period ends on December 13, is addressed to 100% of the share capital of Siemens Gamesa Renewable Energy, made up of 681,143,382 shares, admitted to trading on the Madrid, Barcelona, Bilbao and Valencia and integrated into the Stock Market Interconnection System, excluding 67.07% of said shares that belong to the offeror and are immobilized.
Consequently, the offer is effectively extended to the acquisition of 224,291,499 shares of Siemens Gamesa Renewable Energy, representing 32.93% of its share capital.
The offer price is 18.05 euros per share and, although it is not precise as it is a voluntary offer, it is considered, according to the CNMV, "sufficiently justified" for the purposes of the provisions of article 130 of the text of the Securities Market Law and in articles 9 and 10 of Royal Decree 1066/2007, of July 27, on the regime of public offerings for the acquisition of securities.
The CNMV, in its analysis, took into account in this regard the valuation report submitted by the offeror and its update which, applying the methods and rules of the Royal Decree, concludes with a value range in which the price of the offer.
Additionally, the stock market supervisor received external advice in this case, which in its analysis has concluded that its valuation range is aligned with that of the mandatory report provided by the offeror.
