Final chapter of the public purchase offer on Applus. Apollo rejected the offer that the ISQ and TDR funds, through their joint venture Amber EquityCo, had launched for the 27.62% they did not control in the company at a price of 12.78 euros per share, ISQ and TDR therefore only managed to increase their weight in Applus to 77.7%, compared to the 72.38% they previously held.
The National Securities Market Commission (CNMV) announced that Applus would be excluded from trading on the stock exchange once the transaction was finalized.
In this context, it should be remembered that the Apollo fund launched a takeover bid at the end of June 2023 to acquire 100% of Applus, which was unsuccessful because its offer (12.51 euros) was lower than that of Amber ( 12.78 euros). .
However, during the takeover war Apollo signed different share purchase agreements with different shareholders and acquired 21.85% of Applus, a percentage that it still maintains and decided not to sell to Amber.
At the beginning of last February, Apollo finalized the acquisition of 21.85% of Applus at a price of 10.65 euros per share after having signed various share purchase agreements with the funds RWC Asset Management, Harris Associates, Maven Investment Partners, Samson Rock Capital, Sand Grove Capital. , TIG Advisors, The Segantii Asia-Pacific Equity Multi-Strategy Fund, Melqart Asset Management, Millenium Partners, Man GLG Event Driven Alternative and Boldhaven Gestion.
These agreements provided for a series of compensation clauses (called price supplement) to the funds which sold its shares to it.
One of them, called anti-embarrassmentstipulated that, if the public offer to purchase ISQ and TDR was successful (as it ultimately happened) and Apollo decided to sell its 21.85% to ISQ and TDR, the funds which signed these purchase and sale agreements with Apollo would receive only 75% of the difference. between the 10.65 euros at which they sold their stake in Apollo and the 12.78 euros paid by ISQ and TDR, that is to say their additional profit would be 1.5975 euros.
By not selling its share of Applus, Apollo will maintain its position in the company and will not have to pay this compensation to the funds that sold it its stake in the company, while it will be able to receive the proportional share of the dividend from 512 million euros that the Spanish firm plans to distribute.
Apollo’s 21.85% stake would give it the right to receive nearly 112 million euros of this dividend.
A week ago, the board of directors of Applus, at the request of Amber, agreed to convene an extraordinary meeting of shareholders for December 19 with the aim of adapting the company’s statutes to its delisting of the stock market.
The company detailed the agenda of the extraordinary meeting, which includes in its first point the modification of the company’s statutes “in order to adapt its content to the new condition” of the company as a “non-public limited company”. listed”.
Other items on the agenda include the repeal of the directors’ remuneration policy and the rules for the general meeting of shareholders.
It also includes the modification of the administrative body of the company and the appointment of the company’s CEO, Joan Amigó, as sole administrator.
