After vetoing the takeover bid launched by the Hungarian consortium Ganz-Mavag about TalgoThe government has resumed negotiations with Criteria -the corporate holding company The Box– to set up the alternative operation you are looking for: a merger with the Czech Skoda. In addition, sources close to the case assure that he is also speaking with the Basque. FAC to participate in the operation.
The government chose the Skoda option to have an industrial alternative to Talgo and thus be able to veto the Hungarian offer because “it was not going to approve an operation by the far-right friends of Voice“, referring to the government of Viktor Orban. But this operation is very complicated because the Czech company is not going to launch a public purchase offer – it does not have the capacity – but rather it is a fusion in which Talgo will be the acquiring company since it is the only one listed on the stock exchange.
To achieve this, it needs a Spanish partner for two reasons: on the one hand, to justify the “Spanish” nature of the operation and not have to explain why it vetoes one offer and approves another when they come from two EU countries; and on the other hand, to offer a way out for the shareholders Talgo reference fund (the fund Trilantic and families Oriole And Abello), which must approve the merger and find themselves without the 5 euros from the Hungarian takeover bid.
From the beginning, the government has tried to make this partner of Talgo the holding company of La Caixa, the only large Spanish industrial group with the capacity to play this role. That is why it has been negotiating with Criteria in recent months as part of the so-called “global solution”, which includes the withdrawal of funds from Naturgie (failure for the moment) and the increase in Criteria’s participation in Phone.
But so far they have not reached any agreement. That is why she is now taking them back once the Hungarian option has disappeared (even if Ganz-Mavag will resort to Supreme Court and to the European authorities). As OKDIARIO explains, the suitability of Criteria is very complicated because it would have to irrevocably commit to buying 40% of Trilantic, Oriol and Abelló after the merger (which would be less than 30% after the operation and would not oblige it to launch a public takeover bid). .of 100%).
It would also have to be bought at the Hungarian takeover bid price of €5 per share for them to agree to approve the merger at the meeting. For this, Criteria would in turn have to have an exit formula representing at least part of this percentage. One formula that would allow this price to be lowered would be the distribution of an extraordinary dividend as a bonus to current shareholders.
The CAF option
The merger of Talgo and Skoda would be much easier – and would reduce the burden on La Caixa – if another partner were to join in, and this is where it appears again FAC. He Basque Government always wanted a merger of Talgo and CAF based in its territory, but the latter had refused due to the high price of the former and the fact that the workers They own almost 25% of the capital through the company Social portfolio and they opposed the operation.
But the executive of Pedro Sanchez tried again, according to the sources consulted, through its partner the PNV and of Kutxa Bankwhich owns 14% of CAF and is its main creditor. Entering with Skoda and Criteria, and through a merger and not a takeover bid, is much more acceptable to CAF. However, for the moment, these discussions have not been successful.
