Sodim SGPS, controlled by the Queiroz Pereira family, announced its intention to launch a public takeover bid (OPA) for the capital of Semapa on Thursday evening.
Semapa – Sociedade de Investimento e Gestão SGPS, listed on the Lisbon Stock Exchange since 1995, is active in the pulp and paper industry (via Navigator), cement (via Secil) and the environment (via Etsa).
Currently, 72.69% of the capital and 73.97% of the voting rights of Semapa are held by Sodim (71.9% of the capital and 73.16% of the voting rights), the subsidiary Cimo, the Sociedade Agrícola da Quinta da Vialonga and the three subsidiaries held by the late businessman Pedro Queiroz Pereira, who controls the family holding company.
Bestinver is the second largest shareholder with 5.05% of the voting rights, and Norges Bank holds another 2.13%. The remaining 18.85% will be distributed in the hands of other shareholders.
What Sodim did that Thursday, February 18, was a preliminary public offer, “generally and voluntarily”, of Semapa’s shares to the market, with the “aim of the offer being the entirety of the shares it did not own” for 11.40 euros security each.
This Thursday, the Semapa share closed trading with a minus of 2.26% at EUR 9.5.
It is precisely at this amount that Sodim’s management states in the preliminary announcement that the price it intends to offer represents “a premium of 20%”. In addition, this corresponds to a premium of 37.2% on the weighted average price of Semapa shares in the last six months on Euronext in Lisbon.
“It is a condition of success” of the now announced offer (which has yet to be registered with the CMVM and the validated regulatory authority) that Sodim “holds at least 90%” “of the voting rights” of Semapa under the OPA. If it receives them, Sodim intends to make a potential offer for the remaining listed capital that it does not hold. And “it will be examined whether it will proceed with the acquisition of the shares of the target company, which remain in the property of other shareholders”. The result, if successful, will be the inevitable withdrawal of Semapa from trading on the exchange.
Remember, Semapa and Sodim were at the center of the conflict between Pedro Queiroz and Ricardo Salgado, the aftermath of which contributed to the overthrow of GES and BES. And they were the target of the shareholder agreement within the Queiroz Pereira family, which was concluded in late 2013.