The CNMV has accepted the application for approval of the takeover bid from Ohmnia Electronics for Azkoyen as it considers that the brochure and the rest of the documents meet the requirements. This does not imply approval of the offer. We remind you that this takeover bid was launched on 24 July with the following characteristics:
Bidder: the offer is made by Ohmnia Electronics, S.L., a Basque technology-industrial group controlled by Clerbil. The operation has the support of its current partners (Basque Institute of Finance, Vital Banking Foundation, and Carmen Lequerica Holding) and the incorporation of new partners such as the BBK Foundation and Indar Kartera (investment vehicle of Kutxabank).
Price: the compensation offered is 10 euros per share, which will be paid entirely in cash.
Total amount: the maximum amount to be disbursed is 244.5 million euros.
Nature of the offer: the takeover bid is voluntary and is aimed at 100% of the share capital of Azkoyen, composed of 24,450,000 shares.
Conditions: the effectiveness of the offer is subject to a minimum acceptance condition of more than 50% of the shares and to obtaining the authorisations from the CNMV and the competition authorities of Spain and Germany.
Exclusion from listing: Ohmnia has expressed its intention that the shares of Azkoyen continue to be listed on the stock exchanges, so this is not a bid for exclusion.
Financing: the operation will be covered by a combination of own resources, with a capital increase in Ohmnia, and bank financing committed by CaixaBank and Banco Sabadell.
Price adjustment for dividends: the offer price will be reduced by an amount equal to any dividend or distribution made by Azkoyen. However, it is specified that the price will not be reduced by the payment of the dividend (ordinary and extraordinary) of 1 euro per share, paid by Azkoyen on 21 July.
Post-liquidation strategy: Reverse merger. Ohmnia has expressed its intention to promote, as swiftly as possible after the liquidation of the takeover bid, a merger by absorption of Ohmnia by Azkoyen (reverse merger). The aim is for the exchange ratio of this merger to be equivalent to the offer price.
Timelines for authorisation: the submission of the application for authorisation to the CNMV was made on Monday 25 August and has been accepted for processing.
Resulting technology-industrial group: the transaction will result in a diversified and internationalised group with an aggregated turnover of approximately 400 million euros, an EBITDA of 65 million euros, and nearly 2,000 employees, combining the industrial capabilities of Ohmnia with the technologies of Azkoyen.