[ad_1]
Pluris Investments, owned by businessman Mário Ferreira, launched an OPA (OPA) for 69.78% of Media Capital on Wednesday.
According to the preliminary announcement of the OPA, released this Wednesday by the Portuguese Securities Market Commission (CMVM), the transaction affects the entire capital of the owner of TVI that Pluris does not control, in accordance with the decision that the regulator issued last week.
Pluris, which is the bidder of the OPA, currently owns 30.22% of Media Capital, which, in turn, is the target company.
“The object of the offer is all the shares representing the capital stock and voting rights of the target company, excluding those that are directly held by the offeror. Thus, the offer is aimed at all the shares and the corresponding voting rights, which represent 69.78% of the capital stock of the target company, ”the draft reads.
At a price offered by Pluris, the setting of which depends on the determination of an independent auditor, is 0.67 euros per share, payable in cash.
“The consideration offered for the shares being offered, to be paid in cash, will be the result of the determination of the Independent Auditor plus 2% (two percent), provided that it is not less than 0.67 euros (sixty-seven cents ) if where this will be the value of the consideration ”, reads the preliminary announcement.
The OPA depends on the authorizations of the competent regulators, which in this case are the Competition Authority and the Regulatory Entity of Social Communication (ERC).
This is a mandatory takeover bid following a CMVM decision that, on November 18, confirmed a draft decision previously issued on October 9, according to which it would oblige Pluris to launch a takeover bid if it did not refute the presumption. of having exercised a dominant influence over Media Capital in concert with Vertix, a company owned by Prisa, which sold a 30.22% stake in the owner of TVI to Mário Ferreira’s company.
For this reason, the CMVM considered that the dominant influence becomes jointly attributable to Vertix and Pluris, following the sale agreement of 30.22% of Media Capital, with Pluris being obliged to launch a takeover bid for the entire capital of the company . owner of TVI that it does not control.
The capital markets regulator also explained that Pluris’s takeover bid for Media Capital follows the competitive bidding regime, since the takeover bid that Cofina de Paulo Fernandes launched for Media Capital still exists.
Therefore, the two offers are subject to price definition by an independent auditor, who had previously been asked to set the price offered by Cofina. Thus, the redemption of the two offers can only occur after this definition, and the acceptance period of the offers must run simultaneously, in accordance with the concurrent offers regime.
The competing takeover bid regime allows Cofina to revoke its offer on Media Capital, which it can do after the registration of the two transactions.
This Tuesday, Mário Ferreira assumed the presidency of the board of Grupo Media Capital, in a general meeting whose decisions ERC said it did not recognize because it considers that there are “well-founded doubts” about the ownership of the new shareholders of the Portuguese Media Group.
(updated with more information at 9:50 p.m.)
Pluris does not agree with CMVM’s reasoning for launching a takeover bid for 70% of Media Capital
[ad_2]
