MADRID Reuters "Naturgy" said that its main shareholders will not bid their shares, but its board considers the 4.9 billion euros $5.76 billion bid from the Spanish fund IFM to acquire a 22.69% stake in Australia's national energy company to be reasonable.
The bid is subject to securing at least 17% in the Spanish Energy Group, although IFM has said in its prospectus filed last week that it could decide to lower the minimum threshold to 10%.
The three main shareholders in Naturgy hold more than a combined 67% of the energy group.
The energy group said in a filing that the price of the offer is very reasonable from a financial standpoint and in the current circumstances but it added that it had to also assess the possible impact on corporate governance, without giving any details.
In its prospectus filed last week, IFM said it intended to appoint two board members without increasing the total number of current executives on Naturgy's board.
After annulling dividend payments, IFM will be offering 22.07 euros per share, down from the original 23 euros per share offer. Shares in Naturgy closed at 21.590 euros on Friday.
A source with knowledge of the matter said that taking into account stakes held by some board members in Naturgy, Staatskapital and a 3.85% stake held by Algeria’s state-owned oil company Sonatrach, which is aligned with the board's assessment, more than 70% of Naturgy's shareholders would not sell.
Besides Naturgy Holdings, currently holding almost 26% of the energy group, CVC and GIP have main shareholders with stakes of 20.7% and 20.64%, respectively.
The main shareholder of Caixabank, Criteria is fully owned by the foundation of former savings bank La Caixa.
Following that completion, the shareholders of Naturgy have until October 8 to accept the offer.
In its filing to the supervisor, Naturgy also warned that its shares could be negatively affected, like peers Endesa and Iberdrola, by measures this week approved by the government to redirect billions of euros in extraordinary profits from the industry to consumers.