The negotiations to recompose Naturgy's shareholders have been developed in two blocks: the first, between the capital funds owned by 41%, CVC and GIP and the Emirati Taqa: the second, between this and Criteria, the gas company's first shareholder .
In the first case, in a more leisurely manner, since the contacts began around last summer, motivated by the interest of the two aforementioned shareholders in finding a buyer for their packages, once they had completed the life cycle of permanence in a company. .
In the second, in an almost dazzling way. Contacts between Taqa and Criteria began at the end of last February, when the new CEO, Ángel Simón, had just arrived at the Catalan holding company. And the announcement of the agreement is considered imminent; even from tomorrow. This is explained, according to the sources consulted, by the clarity with which both have approached the negotiation.
Taqa had already made a lot of progress with CVC and GIP and found a Criteria that was already doing the same. The Emiratis knew that they could not buy the shares of these funds and launch a public takeover bid (takeover bid) without reaching an agreement with the first shareholder and having the green light from the Government. Something inevitable, taking into account its status as a public company from Abu Dhabi, from outside the EU, and the strategic nature of the target company. Spanish legislation would allow the operation to be blocked without any problem, although it is assumed that such a thing will not happen and it is also ruled out that the Government considers participating in the capital of the gas company.
Likewise, some sources assure that the two funds, with present and future interests in Spain, were also not willing to participate in an operation that Pedro Sánchez's government could consider hostile.
Criteria, for its part, was looking for potential partners for Naturgy since the arrival of the new CEO, when the business bank Lazard introduced him to those responsible for Taqa. The holding company wanted an industrial partner to define Naturgy's long-term strategy and anticipate an outflow of funds that would imply the emergence of a problematic shareholder that would force less interesting emergency alternatives.
The broad lines of the agreements already seem clear. The funds would place their price threshold at 27 euros, a company valuation of around 26 billion. And the CVC and GIP package is slightly above 10,000 million, an amount that would mean capital gains of about 2,500 million, not counting the dividends collected since 2016.
The purchase by Taqa would imply launching a takeover bid for 100% of Naturgy in which Criteria would also participate, the latter with the aim of slightly exceeding 30% and therefore being exempt in the future from launching a new takeover bid if it acquires more participation.
Everything indicates that both shareholders would end up holding around 80% of the capital, with a shareholder agreement for joint control of the gas company, which would include the appointment of an independent executive president and the joint appointment of the members of the board of directors.
