The Royal Decree on foreign investments expires on December 31. The one known as anti-opas shield It will stop working in the next few days. However, as ABC has learned from sources close to the Executive, it is expected that this measure will be extended in the next Council of Ministers. This is a rule that has had some applications – it depends on the cases – in recent months. The most recent case has been the veto of the takeover bid over Talgo. It has been the mechanism that La Moncloa used to veto Magyar Vagon’s Hungarian takeover of the railway company. A situation that bothered the bidders, but that they have had to accept. Although they have already expressed their intention to take the situation through legal means.
The same has happened with Telefónica. The entry of the Saudi STC into the capital of the telephone operator activated this anti-takeover shield. The operator of Arab origin has had to adapt to the requirements of the standard, and has had to submit to a series of investment restrictions. In this case there have been no major reproaches from STC.
Echoes of opa
One of the companies directly impacted by the anti-takeover shield is Naturgy. Last spring, the gas company was the subject of a study to launch a takeover bid by the Emirati group Taqa together with Criteria Caixa. Without the situation coming to fruition, any attempt would have collided with said shield – as already happened with the entry of the IFM fund into its capital.
The company chaired by Francisco Reynes It currently controls 70% of the gas distribution networks in Spain. It has more than 5.4 million supply points.
The distributors, among whom Naturgy has absolute control, they are the owners of the natural gas distribution facilities and are in charge of building, operating and maintaining the networks and allowing third parties access.
All of this places Naturgy as a clear example of a strategic company that is at the mercy of what is proposed in the face of protectionist measures. Thus, these approaches can affect the decisions made by potential investors regarding corporate movements with the gas company. And, if you try to compete with one of these companies, you must adhere to a series of measures.
What has happened
Regarding how the evolution has been, the Government only applied the so-called this shield between March 2020 and the end of 2023 to disallow one operation of the 264 that have been subjected to the scrutiny of this regulation, which came into force in the middle of the Covid pandemic. and due to the fear that the loss of stock market value of Spanish companies would lead to the arrival of foreign investors with interests beyond merely commercial ones.
The regulations relating to the control of foreign investments establish that the Government must authorize operations in listed strategic national companies in which a foreign company intends to exceed 10% of the capital or 5% if it is related to national defenseas well as in those unlisted in which the investment exceeds 500 million euros.
For this next year, if it is finally extended, it will be activated again when the Government determines that the affected company is of a strategic nature. At the moment, apart from Naturgy, and Telefónica itself, plus the open operation of Talgo, there are not many market rumors that place firm corporate movements. However, this is something key for the Spanish Executive.
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