The Kirose Pereira family, through SODEM, has designed a path in which they hope to leave a little room for Cimapa, owner of cement company Navigator and Secil, to continue with the exchange. With the availability of 278 million euros, of which 28 million has already been deposited with Caixa Geral de Depósitos (CGD) and Banco Comercial Português (BCP), Sodem moved on Tuesday, April 27th, to the Acquisition Offer (OPA) of its main holdings, the company.
OPA starts now and will last more than four weeks, until May 25, and results will be announced a day later, according to the calendar published in the prospectus, Published In the stock market authority.
The aim of Sodim, the family holding company that already accounts for 73.9% of the voting rights in CEMAPA, is to remain with the company exclusively: “The bidder is the controlling shareholder of the target company and within the scope of its portfolio management strategy, it intends to acquire all shares that represent the share capital, thus enhancing Expose it to the sectors of activity in which the subsidiaries of the target company operate.
Simapa is Navigator’s major shareholder, who is also the owner of Secil, as is the waste company ETSA. Of these, in addition to Semapa, only Navigator is listed on the stock exchange, and Sodim considers that shareholders who wish to, may continue to be exposed to the industry group there.
Method: Out of stock
On the path designed by Sodim, it is necessary to bypass 90% Semapa voting rights in OPA Act. The Company only acknowledges that this clause can be dropped, if appropriate. However, the goal is to get the company out of the market.
If it can achieve 90% of Simaba’s voting rights and 90% of the voting rights under the offer, SODIM will force the minority shareholders to sell. If it gets the first roof, but not the second, Sodim also continues to lose the quality of a public company, which implies it goes public. Even if it does not achieve this limit of 90% of voting rights, SODEM assumes that it can schedule a general meeting for this purpose (even if the approval of 90% of the shareholders is always required).
With OPA, Semapa is no longer listed on the stock exchange. The company justifies the need to “streamline the corporate structure” of the group that has other assets like the Ritz, outside of Semapa.
CGD and BCP Funding
In the deal, which will last for four weeks, the entity of businessman Pedro Quiroz Pereira’s heirs secured an eight-year financing contract with CGD and BCP. Reportedly, Santander will also be involved in the financing, but as per the expectations it does not play any role in this area.
“In context and based on a financing agreement signed between the bidder, BCP and CGD, a letter of commitment has been issued whereby the funds necessary to pay the offered consideration are guaranteed in an amount of up to 250 million euros,” reveals the possibility.
The remaining portion of 27.8 million euros, for the total amount that SODEM can spend, is guaranteed “by two deposits of 13.9 million each with each bank and are forbidden for the purpose of paying the consideration under the conditions of proof. From cash deposits and blocking submitted to CMVM”. The company ensures that it has the “means and assets” to reduce the leverage that comes with this process.
Sofim will pay € 12.17 per share of Semapa, but this amount will decrease because, on April 30th, the general meeting will be held to dictate a dividend of € 51.20. In other words, the price to be paid to the shareholders will be reduced to 11.66 euros, as the shareholders will now receive this bonus. Initially, SODEM paid € 11.40, before increasing the amount to be offered. Cimapa shares closed at € 12.16 on Monday, after trading around the € 12 threshold since the offer was announced in February.
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