Minor Hotels Europe & Americas, The Old NH Hoteles will foreseeably stop trading. The board of directors of Minor Hotels, its majority owner with 95.865% of the shares, agreed this Friday to launch a exclusion takeover bid at a price of 6.37 euros per shareas communicated to the CNMV. The offer is therefore aimed at 4.35% of the capital that is not in the hands of the Thai group. The price represents a premium of 37.6% compared to the price at which it closed this Friday, 4.63 euros per share. The offer values the company at 2,775 million euros, although the capital to which it is directed implies a disbursement of 114.8 million.
Minor thus returns to the fray in its intention to exclude its Spanish subsidiary from the stock market, after trying to do so last year without success, without launching a takeover bid, due to the opposition of the National Securities Market Commission (CNMV) and the internal rebellion of the independent directors, who ended up leaving the company.
Now, the board of directors has approved Minor’s offer, with the support of the independents, although they have expressed that a higher price than that proposed by the Thai hotel group would have been more appropriate. However, they consider that the controlling shareholder’s proposal is “the only option to give an opportunity to exit the company’s capital to those minority shareholders who wish to do so.” The exclusion takeover bid will have to be approved by the shareholders at a general meeting.
The strategy of the main shareholder of NH Hoteles, Minor, thus changes course with respect to what its CEO and president, Ramón Aragonés – replaced by Gonzalo Aguilar as of January 1 – declared at the April shareholders’ meeting. He stated that “does not consider a stock market delisting” after criticism from some minority shareholders who demanded an exclusion takeover bid “at fair prices.” However, Aragonés left a door open: “With the evolution of the business and the circumstances, it could happen or not,” he said.
In 2023, Minor tried to exclude NH – at that time it had not yet been renamed – from the stock market, but clashed with the CNMV. It first hired EY to evaluate the operation and valued the exclusion takeover bid in a range of 4.81 and 5.68 euros per share. The CNMV said it would only accept in the high range. However, the Thai group discarded the operation and days later announced through a press release that it would acquire the shares that it did not control in NH at 4.5 euros for a limited period of 30 days. The CNMV intervened and suspended its listing. Minor later withdrew the maximum price set in his offer.
Minor’s takeover bid for its Spanish subsidiary comes just 24 hours after the March family announced a similar operation for Corporación Financiera Alba.
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