- Bondalti plans to increase Ercros' debt to cover its own financial obligations.
- The CNMC requires the sale of sodium hypochlorite at cost for 15 years.
- 150 shareholders, representing 27% of Ercros, oppose the bid.
- Bondalti's offer price lacks CNMV validation for delisting.
Board's Unfavorable Opinion
The Ercros board of directors has issued an unfavorable opinion on Bondalti's takeover bid, considering the offer's terms and its impact on the company and shareholders. The unsolicited nature of the bid has disrupted Ercros' operations over the past two years.
Shareholder Opposition
Three board members who are also shareholders have declared their intention not to sell their shares. Additionally, a group of 150 shareholders, representing 27% of Ercros' share capital, publicly opposed the offer in July 2024, and the board is unaware of any change in their stance.
Financial and Strategic Concerns
Bondalti plans to increase Ercros' debt to cover its own financial obligations. The CNMC requires the resulting company to sell sodium hypochlorite at cost for 15 years, potentially limiting profitability. Bondalti also intends to alter Ercros' dividend policy, reducing distributions based on strategic and financial considerations.
Regulatory and Valuation Issues
Bondalti's request for CNMV validation of the offer price as fair for delisting has not been granted. Consequently, any subsequent delisting offer must be launched at a price no lower than the current bid price. Shareholders have expressed a majority opinion against the bid at the last two annual general meetings, citing concerns over the industrial project and offer price.
