The possible landing of the Abu Dhabi energy company Taqa in the capital of Naturgy with the purchase of at least 40% of the shares would mean disbursing at least 10,000 million euros, taking into account the current capitalization of the largest gas company. the corresponding premium to current shareholders, according to market estimates.
Taqa is a multi-energy company in Abu Dhabi owned 90% by the Abu Dhabi Development Holding Company fund; the remaining 10% is listed on the stock market. The negotiations between Taqa and the GIP and CVC funds, which have 40% of Naturgy, are very advanced and the sources consulted consider an agreement to be very close. The same situation as that maintained with the gas company's first shareholder, Criteria, the holding company chaired by Isidro Fainé, which has 26.7%. In the latter case, to agree on the governance of the company between both prominent investors.
In the strictly economic aspect, the purchase by Taqa would imply the launch of a share acquisition offer (takeover bid) for 100% of the capital, since the law requires this to be done when it exceeds 30% or the majority of the board of directors is controlled. administration, both circumstances that would be met in the event that an agreement is finally signed in two negotiation tracks, on the one hand between Taqa and the CVC and GIP funds, and on the other, between the Abu Dhabi investor and Criteria. Yesterday, this last holding company confirmed to the National Securities Market Commission (CNMV) the existence of these contacts: “Criteria is in talks with the potential investment group, which has stated that it is in contact with some of the reference shareholders of Naturgy and interested in reaching a potential partner agreement with Criteria.”
In this case, it will be interesting to know the position of La Caixa's investment holding company, run by Ángel Simón, Criteria, the historical controlling shareholder. The sources consulted indicate that he would participate in the takeover bid jointly with Taqa, although not to acquire the same percentage. The objective of the holding company of the Catalan group would be to exceed the aforementioned limit of 30%, so that later, depending on the circumstances, if it chose to expand its participation, it could do so without having to make a new offer for 100%.
Likewise, it should be taken into account that Taqa and Criteria would contemplate an agreement between shareholders to jointly control the company and in which the fundamental element is to maintain joint authority over Naturgy's strategic decisions and appointments to the board, starting with the executive president. , which would maintain its independent status from the current one.
An additional element for La Caixa to reinforce its presence in Naturgy's capital without unbalancing its diversification policy with investments on other fronts, such as expanding to a certain extent its participation in Telefónica, another of its strategic investments. Much more stable is the package in Criteria's first investee, due to volume and valuation, as well as dividends obtained, CaixaBank. In this, the holding company has 31% and as a result of the agreements with the European Central Bank (ECB) and its own investment criteria, it cannot take it any further.
The hypothetical takeover of Naturgy will also be a challenge for the third fund present in Naturgy, IFM, with 15% and which since its entry into the company has maintained tense relations with the rest of the large partners. If it decided not to sell its shares, it would find itself in a clear minority compared to the other two large shareholders, who would have at least 70% of the capital, with a formal alliance to control it. That is, IFM would remain only a passive investor who would collect the dividend and the hypothetical benefits of a future revaluation of the share in the market.
