The Spanish business market is in a dynamic phase, with several companies under the focus of possible public procurement operations (OPA). These operations can be friendly or hostile and are usually motivated by strategies of exposure, market consolidation or acquisition of valuable assets. The following is a detailed analysis of Spanish companies that are currently at risk or susceptible to being subjected to a POP, considering factors such as their financial situation, market position and recent movements in the sector.
1. Banco Sabadell
Banco Sabadell has been at the center of attention due to a possible OPA by BBVA. This operation has generated tensions and debates in the Spanish financial sector. The Sabadell has decided to reinstall its social headquarters in Cataluña after seven years, which some interpret as a strategy to seek political backing and protect their business interests in the midst of the negotiations. Bank concentration in Cataluña is a delicate subject, and any movement in this sense could have significant implications for competition in the region.
The president of BBVA, Carlos Torres, has expressed his confidence that the National Markets and Competition Commission (CNMC) will approve the OPA with more regulatory commitments. However, the Spanish Government has shown reluctance to this possible fuse, arguing concerns about competition and impact on the national financial system.
2. Talgo
The Polish state fund PFR, owner of the Pesa train manufacturer, has expressed interest in acquiring Talgo. To this end, it seeks to cooperate with Spanish investors with the aim of preserving the local nature of the company and meeting the demands of the central and Basque governments. This offer highlights the complementarity between Pesa and Talgo and underlines the importance of maintaining decision-making and industrial capacity in Spain, where Talgo operates plants in Álava and Madrid. The main concern is to avoid a possible delocalization of Talgo in case of a foreign acquisition.
3. Ercros
Bondalti, a Portuguese chemical company, has presented an OPA to acquire the exclusive control of Ercros. The CNMC has stated that this operation could present risks to competition in the markets of sosa cáustica and hypochlorrito sÃ3dico. Therefore, it has decided to analyze the operation in a second phase to evaluate its implications in detail and to determine whether it is necessary to impose conditions or even block the operation.
4. Telecommunications Sector
The telecommunications sector in Europe, and specifically in Spain, faces significant challenges: it is highly fragmented, presents stagnant financial results and requires constant investments in infrastructures. The competition comes from both low-cost and high-tech companies. The recent fuse between Orange and MÃ3vil in Spain is an example of the trend towards consolidation in the sector. Companies such as Telephony, which has experienced a decrease of 57% in its stock market value since 2016, could be the object of future OPAs due to its financial situation and the presiding for consolidation.
5. Alantra and Iberpapel
Market analysts know that companies like Alantra and Iberpapel could be candidates for OPAs. Despite being accredited specialists in their respective businesses, these companies have been ignored by investors in the last few months. Alantra, with a stock market capital that does not reach 300 million euros, and Iberpapel, which does not reach 200 million, present attractive valuations for potential buyers interested in expanding or diversifying their operations.
6. Lar Spaniard
The National Securities Market Commission (CNMV) has approved a voluntary OPA launched on 100% of the capital of Lar España by Hines European Real Estate Partners III SCSp and Grupo Lar, through the Helios consortium. The shareholders of Lar España must decide whether to accept the offer or continue as shareholders of the Socimi. This operation reflects the interest in the Spanish real estate sector and the trend towards consolidation in this market.
7. Other Companies in Radar
In addition to those mentioned, other Spanish companies could be at risk of being the object of OPAs in the near future. Factors such as attractive valuations, stratified market positions or consolidation needs in certain sectors make them potential targets for procurement. It is essential that these companies maintain constant vigilance over their competitive environment and are prepared for possible corporate movements.
Conclusion
The Spanish business landscape is marked by a series of straturgical movements that could redefine the structure of several key sectors. The OPAs, whether friendly or hostile, represent opportunities and challenges for both the companies involved and the market in general. It is crucial that potentially affected companies develop proactive strategies to protect their interests and maximize the value for their shareholders. Regulators must also ensure that these operations are carried out in a transparent and equitable manner, safeguarding the economic competence and well-being of the country.
One OPA (Popular Procurement Offer) is a process by which a company or investor tries to buy a part or all of the capital of another company that is listed in stock. This offer is made in a public way and under the regulation of the financial agencies of the corresponding country (in Spain, the CNMV – National ComisiÃ3n of the Securities Market).
OPA types
There are several types of OPA according to the way it is done and the response of the target company:
- Voluntary OPP
- The company or the investor decides to launch the purchase offer without being legally bound.
- Price and conditions can be set freely, provided the legal requirements are met.
- Example: An investment fund decides to buy 51% of a company at a specific price.
- OPCW
- It occurs when a shareholder exceeds the 30% of the capital of a company or achieves effective control of it.
- According to the law, the purchase of shares must be offered to the rest of the shareholders under certain conditions.
- OPA Hostil
- It is given when the company receiving the offer You don’t agree. with the purchase and tries to prevent it.
- It is common in stratified sectors or when the target company believes that the offer is harmful.
- Example: BBVA launching a hostile OPA on Banco Sabadell without its consent.
- Friendly OPA
- The target company agrees with the offer and recommends it to its shareholders.
- It may be the result of prior negotiations between the two parties.
- OPA of Exclude
- It is launched with the aim of buying all the shares in circulation and withdrawing the company from the bag.
- It is common when a company ceases to consider its public contribution helpful.
How does an OPA work?
- OPA announcement
- The company or investor that launches the offer informs the CNMV and the public of its purchase intention.
- A price is set for action and conditions.
- Review by CNMV
- The CNMV analyzes whether the offer meets the regulations and approves their release.
- Acceptance time
- The shareholders of the target company decide whether to sell their shares or not within a specified period.
- Results and implementation
- If the required minimum percentage is reached, the operation is performed.
- If the objectives are not met, the OPCW may fail or change.
OPCW Recent Example in Spain
The case of the possible OPA BBVA on Banco Sabadell is a current example. BBVA wants to buy most of the Sabadell, but the Catalan bank resists, which could turn it into a hostile OPA. The operation is under the auspices of the CNMV and the Spanish Government.
