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Mário Ferreira will be forced to launch a Public Acquisition Offer (OPA) for 70% of the owner of TVI, a percentage that he does not control, the CMVM announced today. Mário Ferreira bought 30.22% of Media Capital on May 14, through Pluris Investments, in a transaction carried out through a block assignment of shares for 10.5 million euros.
“The CMVM decided to maintain the meaning of the draft decision released on October 9, 2020, after analyzing the respective pronunciation in the audience of the interested parties, considering that the concerted exercise of dominant influence between Vertix, SGPS, SA and Pluris is demonstrated Investments, SA in Media Capital until the sale of the stake of Vertix, SGPS, SA on November 3, 2020 ”, according to a CMVM statement.
As a result, the CMVM determines the disclosure of a preliminary announcement of a mandatory public offer for the acquisition of Pluris on all the shares of Media Capital that it does not own, within a maximum period of 5 business days, ”according to the regulator.
This offer “is of a general nature, so it is aimed at all the shares of Media Capital not owned by Pluris, 69.78% of the shares representing its capital stock,” says the regulator.
Why does the CMVM force Pluris to launch a takeover bid? The CMVM concluded that “Pluris and Vertix exercised, in a concerted manner (and even the disposal by Vertix of its entire stake), dominant influence over Media Capital, in the context and in the execution of the agreements signed between them.”
In this way, the “dominant influence that Prisa had exercised over Media Capital until then became jointly attributable to Vertix and Pluris, the latter being the obligation to launch a takeover bid”.
The regulator explains that the “duty to launch a public offering only applies to Pluris, given that the possibility of Prisa exercising a dominant influence over Media Capital was already legitimized by the launch of a general and mandatory takeover bid on all of the share capital of this company (operation the results of which were announced on July 23, 2007) ”.
This offer must be “at least 2% higher than the counterpart of the offer preliminarily announced by Cofina” and “be at least equal to the highest price paid or agreed by Pluris for the shares of Media Capital”. Final consideration now depends on the result of the “independent auditor’s evaluation.” Thus, with a reference consideration of 0.415 euros per share offered by Cofina in its takeover bid, Pluris is required to submit a minimum offer of 0.423 euros.
The regulator led by Gabriela Figueiredo Dias determines that this offer must “comply with the regime of concurrent offers, to the extent that another public and general offer on the shares of Media Capital for Cofina is preliminarily announced.”
Thus, both the Pluris offer and the Cofina offer continue to be subject to the price definition by an independent auditor, so that the redemption of the two offers can only occur after this definition “if the acceptance period for the offers, in accordance with the competing offers, simultaneously ”.
After the launch of a competing offer, Cofina may “still review the conditions of its offer, even before the launch of the offers, as long as it does not make it less favorable (in the case of reviewing the consideration, it must increase it by at least 2 %) “.
Mário Ferreira must launch a takeover bid for 5% of Media Capital, determines CMVM
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