The US fund Apollo has launched a public purchase offer (OPA) for 100% of Applus —dedicated to vehicle technical inspection and certification services— at a price of 9.5 euros per share in cash, which yields a total amount of 1,226.2 million euros, according to the documentation sent to the National Securities Market Commission (CNMV).
The consideration offered, assisted by a bank guarantee of the same amount, represents a premium of 2.3% with respect to the listing price of Applus shares at the close of the market on 28 June 2023, the last trading day prior to the submission of the request for authorization to offer (9.29 euros).
Likewise, this price represents a premium of 36.8% compared to the weighted average price for the trading volume of Applus shares in the year preceding the presentation of the request for authorization to offer (6.94 euros) and of 24.8% on the weighted average trading volume-price of the company’s shares in the six months immediately preceding the presentation of the request for authorization to the offer (7.61 euro).
The effectiveness of the offer will be subject, among other conditions, to the minimum acceptance of at least 96,805,600 Applus shares, representing its 75% of the share capital with voting rights.
Approval of the board of directors and discussion on the stock market
Likewise, the offer, subject to the relative approvals of the Competition and Market Authority, as well as the Council of Ministers, has the support of the board of directors of Applus, which has expressed its commitment to collaborate with Apollo in relation to it. The intention of the US fund is to delist Applus shares.
As reported to the CNMV by Apollo, which established the instrumental company Manzana Holdco for the purpose of launching the tender offer, the consideration will be adjusted downwards in the event that the company pays a dividend in advance to its shareholders.
Exceptionally, Apollo took into account the determination of the price of the dividend offer approved by the shareholders’ meeting of Applus on June 8, 2023 at 0.16 euro per share (i.e. for a maximum amount of 21.73 million euro) which will be paid on 6 July 2023. Consequently, the price of the tender offer will not be adjusted downwards as a result of the payment of said dividend.
Although this is a voluntary takeover bid, Apollo expects to provide a valuation report prepared by KPMG Asesores as an independent expert to ensure that the consideration is fair, which the CNMV will need to ratify.
Difficulty in Applus
The announcement of the takeover bid presented by Apollo on Applus, based in Spain, present in more than 65 countries and with more than 26,000 employees, took place in a context, since the beginning of the war in Ukraine and the increase in interest interest, in which the company appeared in the majority of analyst pools as a candidate to receive a tender offer excluding it from the stock market.
In this scenario, entities such as Apollo—the first mover—Apax and a consortium formed by I Squared and TDR, would have explored the possibility of acquiring the company. In this way, the certification company has been in the spotlight of various investment funds in recent weeks and has been the subject of various movements of its capital. In particular, these were created by the German asset manager DWS Investment, the US financial institution Morgan Stanley and the funds Nekton Global Fund Limited, Millenium Group Management and Red Wheel European Focus Master Inc.
Follow all the information of Economy AND Business In Facebook AND Chirpingor in ours weekly bulletin
Five day agenda
The most important economic appointments of the day, with the keys and the context for understanding their significance.
RECEIVE IT IN YOUR MAIL