Bondalti, a leading chemical company, announced today the launch of a public takeover bid, through its Barcelona-based company Bondalti IBERICA, for 100% of the shares of Ercros.
The offer, which has been notified today to the Spanish National Securities Market Commission (CNMV), and which will be paid entirely in cash, will be made at a price of 3.6 euros per Ercros share, which represents a premium of 40.6% over yesterday's closing market price 2.56 euros. As a result, the maximum amount payable for Bondalti would be EUR 329,170,316.40.
The offer is conditional upon acceptance of more than 75% of the share capital and the obtaining of all relevant regulatory and governmental approvals, which will be described in the prospectus that will accompany the offer in due course.
Once the transaction is completed, Bondalti will maintain the company's headquarters in Barcelona, as well as its employment and presence in the regions where Ercros operates (Catalonia, Valencia, Aragon and Madrid). In this regard, Bondalti has full confidence in the work carried out by the Ercros management team.
Bondalti's objective, once the transaction is completed, is the delisting of Ercros shares from the stock exchanges.
Ercros is a Spanish industrial group focused on the manufacture and sale of chemical and pharmaceutical products and is listed on the Spanish stock exchange.
Bondalti is a Portuguese industrial group with more than 20 years’ presence in Spain, that has the financial backing of top tier family group Grupo José de Mello, which has a historical legacy of more than 120 years, a turnover of 1,255 million euros in 2022, 2,400 million euros in assets and more than 14,800 people. The family group, one of the largest in Portugal, has a strong shareholder base and has been making long-term investments for generations that create jobs and have a sustainable positive impact on society.
Bondalti has a long-standing presence in the Spanish market, where it employs above 200 people. It currently has two production units, one in Torrelavega (Cantabria) and the other in Alfaro (La Rioja), as well as a logistics centre in Vigo. It also has 4 offices (Barcelona, Madrid, Pontevedra and Logroño).
Recognised for its established relationships based on the supply of high-quality innovative solutions, guaranteeing superior standards of safety and respect for the environment, Bondalti has two main lines of business: chemical products and water treatment.
With this industry buyer-led transaction, after its delisting Ercros will be part of an industrial group with a solid financial position and shareholding structure. This transaction will create a group with the necessary scale and technical capabilities to compete with the main players in the sector, while at the same time amplifying the strategic potential and growth possibilities of the resulting company with a long-term vision.
João de Mello, Bondalti's chairman, said: "The partnership with Ercros allows the creation of a group with the scale and financial strength required to meet the challenges facing the European chemical industry. We believe this is a very attractive offer for existing shareholders; as well as for the company itself, which will benefit from the expertise and financial strength of an industry partner such as Bondalti. This will strengthen the company's growth strategy and competitiveness in the markets, enabling it to gain scale and join forces with a first-class team of professionals such as Ercros.”
Strong group with the capacity to meet the challenges facing the industry
In an increasingly global market, the importance of size and specialisation is becoming more and more relevant. In this sense, the union of Bondalti and Ercros will create an industrial company that will have the necessary size to compete in today's complex market, investing in continuous innovation and sustainability, anticipating the challenges facing the European chemical industry to respond to the growing demand for greener products and to be an active part of the energy transition.
The industry is facing challenges related to digital transformation, such as artificial intelligence and automation, which are transforming production and distribution systems.
Solutions to these challenges require significant investment, which can only be undertaken if European companies have the minimum size required to do so whilst remaining competitive. Therefore, Bondalti believes that joining forces with Ercros will be mutually beneficial as, together, both companies will be better equipped to meet these challenges.
Bondalti is being advised by Cuatrecasas on the legal aspects of the transaction and by Banco Santander on the financial aspects.
Disclaimer:
This press release does not constitute or form part of, and should not be construed as, an offer or solicitation of an offer to buy or sell shares nor a recommendation, investment advice, solicitation, invitation or offer to buy or sell financial information, products, solutions or services, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied upon, in connection with, any contract or investment decision.
The terms and conditions in relation to any such public takeover offer will have to be approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) and, to the extent legally required, will be published and made available, among others, at its registered offices and website.
The public takeover offer will only be made in Spain. No public takeover offer or solicitation thereof will be made, directly or indirectly, in any other jurisdiction, including the United States of America, except in compliance with, or under the exceptions provided in, any applicable securities rules or takeover regulations. The distribution or publication of this press release in certain jurisdictions may also be restricted by law and persons into whose possession this press release comes should inform themselves about and observe any such restrictions.
This press release may include statements, estimates, opinions and projections with respect to anticipated future performance (“forward-looking statements”) which reflect various assumptions which have not been independently verified or assessed by [Bondalti Group] and which may or may not prove to be correct. Any forward-looking statements reflect current expectations based on various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements only speak as of the date when this press release is distributed.
