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The Securities Market Commission (CMVM) decided, in a still preliminary version, that the businessman Mário Ferreira is obliged to launch an OPA (OPA) for the share capital of Media Capital that does not belong to him or to Prisa. The owner of Douro Azul can still compete.
With this decision, Cofina, who had launched an offer on the same company, can only voluntarily withdraw its offer.
Where does the decision come from
Mário Ferreira owns, through Pluris, 30% of the capital of the owner of TVI. Prisa also owns 64% of Media Capital, although it has an agreement with numerous investors, such as the Triun group, Cristina Ferreira or Pedro Abrunhosa, to sell this position. About 5% is in the hands of the Spanish banking group Abanca and there is a very small stake, 0.26% of the capital, dispersed among small investors, among which Miguel Pais do Amaral stands out (who, in statements to Expresso, was already very critical of the CMVM position).
This mandatory takeover bid is related to a process that began in May. It was in that month that the owner of Douro Azul acquired 30% of the capital of Media Capital from Prisa, signing in parallel a shareholders agreement that decreed, for example, the need for a joint agreement to sell more shares of the capital in group hands. Spanish owner of “El País”.
Due to this agreement, Pluris, Mário Ferreira’s company, which is the direct shareholder of Media Capital, had to demonstrate, before the market regulator, that there was no concerted influence with Prisa, which would be greater than 50% of the stake . capital of Media Capital.
However, this evidence was not enough for the CMVM, which on Friday said that its preliminary decision points to consultation between the two shareholders. Mário Ferreira now has ten business days to respond and present new evidence.
If the authority led by Gabriela Figueiredo Dias maintains his position, Mário Ferreira must launch a takeover bid for around 5% of the capital, the part that is neither his nor Prisa’s.
This is because, if there was a consultation, there was a change of control and, when there is a change of control, the other shareholders should be given the possibility to withdraw. Prisa had already launched a takeover bid in 2007, when it became the majority shareholder of the company, so the imposition of a takeover bid is only attributed to Mário Ferreira.
This is how Pluris may be forced to take over the OPA to legitimize itself before the minority shareholders who have acquired control of the company. The final decision will be made after Mário Ferreira pronounces.
Independent auditor decrees price, Cofina may withdraw its takeover bid
The price of this offer, if it becomes effective, will be the one dictated by the auditor who was asked to calculate the fair share of Cofina’s takeover bid. But there is a catch: the price of the Pluris takeover bid must be at least 2% higher than the counterpart indicated by the statutory auditor and which serves as the basis for Cofina’s operation.
Cofina’s 100% takeover bid is voluntary, so if Pluris offers a mandatory offer, you have the option to withdraw it.
OPA captures company for sale
The obligatory nature of this possible OPA captures Media Capital in the sale process. Prisa, which owns 64%, reached an agreement with several investors to sell its stake. Among them are the Triun company, led by Paulo Gaspar (son of Avelino Gaspar, owner of the Lusiaves group), which has an agreement to keep 20%, and the group of entrepreneurs in which the CIN group of paintings is integrated. to acquire 16%. . Cristina Ferreira closed the promise to purchase 2.5%, while Pedro Abrunhosa has a 2% stake. The singer Tony Carreira will have, indirectly, 1%.
These acquisitions are awaiting various conditions precedent, such as the green light from Prisa’s creditors, but the CMVM forced them to be disclosed to the market. However, in addition to the authorization that has to come from Spain, in Lisbon there are ongoing investigations that also bring uncertainty to the process: first, the question of the agreement of votes between Prisa and Mário Ferreira, which led to this preliminary decision of the CMVM, and then the investigation by the Media Regulatory Authority (ERC) into the alleged domain change without its authorization, whose hearings should have ended this week.
