CMVM evaluates the requirement for Visabeira I’M to make takeover bid for Martifer
Portugal’s securities market regulator, CMVM is analysing a possible requirement for construction firm Visabeira I’M to make a tender offer for another construction firm, Martifer.
According to business daily Jornal de Negócios, an official source at CMVM said that the situation was under analysis.
A plan for a Public Acquisition Offer (PAO) or takeover bid for Martifer was announced in October with the purchase of part of Martifer (24%) by Visabeira I’M which currently has 48% of its capital.
At the time, I’M SGPC had indicated that it had stuck a ‘parasocial’ agreement with Visabeira on the understanding that neither of the two parties incurred the duty to launch a mandatory PAO.
The CMVM is also looking at the reconfiguration of the shareholder structure in an operation involving a new parasocial agreement with Martifer. So far the sale of 24% of Visabeira has not gone ahead.
“If the CMVM (market regulator) makes us launch an PAO, the deal will fall through”, stated I’M’s Carlos Martins, the brother of Jorge Martins who together control the company.
“We have replied to everything that the CMVM has asked us, but they have yet to make a statement. If the CMVM says we have to launch an PAO (takeover bid), the deal is off”, said the chairman of Martifer.
Rival construction company Mota-Engil, which has 37.5% in Martifer, declined to comment on the situation.
If the sale of 24% of Martifer were to be given the green light by the CMVM and Visabeira I’M is not forced to make a takeover bid, Martifer would be held by two blocs of shareholders: the bloc led by Carlos Mota Santos (Mota-Engil) with 37.5% and a second bloc, in effect a new parasocial led by the Martins brothers (Visabeira I’M) with 48%.
In companies, a parasocial agreement, often referred to as a shareholders’ agreement or shareholder contract, is a legally binding agreement that regulates the rights and obligations of shareholders, especially in private or closely held companies. These agreements cover various aspects of shareholder relations, including voting rights, share transfers, dividend distribution, and dispute resolution mechanisms.
