The Hungarian consortium Ganz-Mavag has informed the CNMV today that it is abandoning the takeover bid for Talgo following the government’s veto, but has reiterated that it “intends to initiate all legal actions within its reach, both at national level and within the European Union.” to oppose the Executive’s blocking of the operation, including filing an administrative appeal before the Supreme Court “to obtain the annulment of its decision and compensation for all damages caused.”
Magyar Vagon “considers that the decision of the Spanish Government is not in accordance with the law and continues to believe that the offer presented by Ganz-Mavag was attractive for the shareholders of Talgo (who are being illegally deprived of this possibility) and in the best interest of the company and all its stakeholders, as expressly confirmed by the Board of Directors of Talgo, therefore, depending on the evolution of the circumstances, the Offeror may consider, where appropriate, resubmitting an offer for the acquisition of 100% of Talgo.”
Supreme Court
The company has stated that it “intends to lodge the corresponding administrative appeal before the Administrative Litigation Chamber of the Supreme Court against the decision of the Council of Ministers.”urging its annulment and compensation for all damages caused.”
The board of directors of the Hungarian investors, meeting yesterday, decided to withdraw the offer in response to a written request from the CNMV for its position, which cannot proceed with the analysis of the takeover bid after the veto of the Spanish Government which considers the offer “a threat to national security and public order.” The supervisor bases the decision on article 26.2 of Royal Decree 1066/2007, on the regime of public offers for the acquisition of securities.
Hungarian investors do not understand the strong opposition in Spain. The withdrawal of the takeover bid clears the way for the CNMV to close the transaction file and frees the Spanish train manufacturer of the constraints of the takeover bid law, including the “duty of passivity” of listed companies subject to a bid. For example, Talgo could already negotiate a merger like the one proposed by Skoda.
Following the veto of the Spanish Government and the withdrawal of the takeover bid, The Hungarian group led by businessman András Tombor has several avenues to defend itselfThe most direct one is the one announced today, an administrative appeal before the Supreme Court, arguing a lack of proportionality or inadequacy in the motivation behind the Executive’s veto of the takeover bid.
I could also act in Europe. UOne option would be a formal complaint to the European Commission alleging that the Spanish Government’s veto violates the rules of the EU.
On the other hand, could request a preliminary ruling from the Court of Justice of the EU (CJEU) in order to obtain an interpretation of EU law on the concept of national security and its application in this context.Spanish legislation also provides for the possibility of filing an appeal before the body that adopted the decision, that is, the Council of Ministers.
The key to the veto is the Russian links of Hungarian investors. “The detailed analysis carried out has determined that authorisation of this operation would entail insurmountable risks to national security and public order”the government said on Tuesday to justify the veto, the first in decades on a Spanish listed company.
Criteria remains open to entering Talgo with an industrial partner
Criteria Caixathe investment holding company of the Foundation ‘la Caixa‘, remains willing to participate in an operation to enter Talgo provided that an industrial partner emerges to take the lead.
Criteria sources have explained to EFE that this is the position it held before the government rejected the takeover bid by the Hungarian consortium Ganz-Mavag for the train manufacturer. “Hypothetical participation in the project is subject to the emergence of a leading industrial operator” the operation, sources from the investment group headed by Isidre Fainé have insisted.
