The Supreme Court, through its Third Section of the Contentious-Administrative Chamber, has rejected the request for precautionary measures presented by the Hungarian consortium Ganz-Mavag Europe Private Limited Company (GME), with which it intended suspend any sales process of part or all of the share capital of the train manufacturer Talgo. This would have meant paralyzing the negotiation opened by the Basque steel company Sidenor to acquire 20% of Talgo together with other partners, such as the Basque Government (Finkatuz), the Vital Foundation or the Government of Spain through SEPI.
The request of the Magyar consortium – made up of the State of Hungary through its foreign investment fund Corvinus and private company Magyar Wagon— was linked to the contentious-administrative appeal that was filed against the agreement of the Council of Ministers of August 27, 2024, when the Executive denied authorization to acquire 100% of the capital share of Talgo through a public acquisition offer (takeover bid).
The court has considered that the necessary requirements are not met to grant precautionary measures, including the periculum in moraas there is no risk that the absence of these measures will prevent the execution of a possible favorable ruling. According to the resolution, the effects derived from the execution of the administrative act could be repaired later.
The ruling emphasizes that the requested suspension would affect both the general interests and those of third parties. Specifically, it indicates that limiting the free purchase and sale of shares in the market could deprive potential investors of their rightsin addition to causing harm to Talgo shareholders, given the negative impact it could have on the share price.
The Chamber also points out that a prohibition on the acquisition of shares that implies the taking of control over Talgo would affect the public interestespecially to the regular and reliable functioning of the securities markets. According to the court, this would contravene principles protected by the Securities Markets and Investment Services Law.
Finally, the court concludes that public and third party interests prevail over those of Ganz-MaVagwhich reinforces the execution of the agreement of the Council of Ministers without adopting the requested precautionary measures. Regarding the appearance of good law alleged by the appellant, the Chamber reiterates that the requirement of manifest nullity required to justify the adoption of said measures at this stage of the procedure is not met.
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