Clerbil (chaired by José Antonio Jainaga), accompanied by the current partners of Ohmnia (Carmen Lequerica Holding, the Basque Institute of Finance and the Vital Banking Foundation), and with the incorporation of Fundación BBK and Indar Kartera -investment vehicle of Kutxabank-, have announced the launch of a voluntary Public Offer for Acquisition (OPA) on 100% of Azkoyen at a price of 10 euros per share in cash.
The share price of Azkoyen closed this Friday's session at 11.4 euros per share, which represents a 31% increase so far this year. However, the company's shares nearly touched 15 at the beginning of this month. Thus, the offer of 10 euros per share is 12.3% below (discount) the value of the shares at the close of this week's session. The bidder has also indicated that the price will be reduced by an amount equal to the gross amount per share of any distribution of dividends, reserves or issue premium or any other distribution that Azkoyen makes to its shareholders from the date of the prior announcement of the bid. However, it clarifies that this does not take into account the payment of the ordinary and extraordinary dividends announced by the company on June 9 for a total amount of 1 euro per share.
The OPA is conditioned on the acceptance of at least 50%. The intention is for Azkoyen to continue trading on the stock exchange and to carry out a reverse merger with Ohmnia. Ohmnia has a turnover of €190 million and an EBITDA of €27 million. Azkoyen has a turnover of €400 million and an EBITDA of €65 million.
The Board of Directors of Azkoyen has agreed to classify the OPA as friendly. However, in accordance with Article 24 of Royal Decree 1066/2007, it will issue a report expressing its opinion on the OPA at the appropriate time after the Offer is authorised by the CNMV and within ten days following the start of the acceptance period of the OPA.
Furthermore, the company has appointed J&A Garrigues, S.L.P. as legal advisor to assist it during the OPA process and will proceed to appoint an independent financial advisor in the coming days.
