The Competition Regulatory Authority of Mozambique has determined that the Public Acquisition Offer (OPA) launched by Visabeira for Martifer is not subject to the prior notification requirement, according to a market statement cited by Lusa on Friday, January 30.
“In this regard, the condition for launching the Offer […], corresponding to ‘obtaining approvals and/or non-opposition, without commitment, from the competition authority(ies) required under applicable regulations […], is considered, as of this date, fulfilled,” reads the information disclosed by Visabeira Indústria to the Portuguese Securities Market Commission (CMVM).
As a result, “the shareholders’ agreement between the Offeror, I’M – SGPS, S.A., and Mota-Engil, SGPS, S.A., regarding the terms and conditions that should govern their respective relations as shareholders of Martifer (‘Tripartite Shareholders’ Agreement’), referred to in point 3 of the Preliminary Announcement [of the OPA], takes effect as of this date, generating the attribution of voting rights to the parties […] as timely communicated in that announcement and in other communications by the parties on this matter.”
In the statement, Visabeira also mentioned that it “will now carry out the necessary actions to obtain prior registration of the Offer with the CMVM.”
On December 23 of last year, the European Commission had also determined that the OPA launched by Visabeira for Martifer did not constitute a concentration, and therefore was not notifiable under the Merger Control Regulation. On August 6, Visabeira Indústria SGPS launched a General and Mandatory Public Acquisition Offer for all shares representing the share capital of Martifer – SGPS.
In the preliminary announcement of this offer, Visabeira explained that the offer is general and mandatory as a result of the offeror having entered into a shareholders’ agreement with I’M – SGPS and Mota-Engil, SGPS regarding the terms and conditions that should govern their respective relations as shareholders of the target company.
On the same day, the CMVM lifted the suspension of Martifer’s trading.
The Board of Directors recommended that each shareholder make an individual decision aligned with their objectives, “resorting, whenever deemed necessary, to the legal, tax, or financial advice considered most appropriate, carefully weighing whether to accept the proposal.”
Martifer’s management further stated that, after reviewing Visabeira’s OPA, no significant changes are expected in the human resources structure, labor conditions, or relations with stakeholders.
Source: Diário Económico
