The formalization last week before the National Securities Market Commission (CNMV) of the Hungarian consortium's takeover bid for Talgo will not guarantee the agility of the process. Here it is also necessary to make a change in the track width, in this case bureaucratic, and the itinerary chosen by the Government has been the slowest of those planned, without prejudice to the fact that at any moment it decides to speed up the march.
According to sources from the Ministry of Economy, the Foreign Investment Board has chosen to process the takeover file of the Hungarian consortium Ganz-Mavag in an ordinary manner, so that it will have three months to prepare a report on the operation to submit it to the Council of Ministers, who will not begin their analysis until they receive it.
The bidders, who have been working for some time to gather information and who would have preferred an extraordinary procedure reduced to one month, now expect that the report will not be sent to the Government until June 22 at the latest. The request for authorization had been presented on March 22, two weeks after the consortium made the firm decision to take on the Spanish group.
Sources from the CNMV indicate that, until the Government gives its approval, its board will not approve the operation brochure that the Hungarian consortium has already sent it. It will be at that moment that the document is published and the deadlines are activated, including twelve days for Talgo's board of directors to issue an opinion on the operation, which is expected to be favorable.
From the moment the Ministry of Economy sends the report to the Council of Ministers, the Government will have an unestablished time to make a statement. The slow path chosen gives him ample time to make a ruling on a company that has production in Euskadi, where there are elections on April 21.
Sources from the Hungarian consortium do not rule out that the Foreign Investment Board will demand additional information about the description of the offeror, the financing of the operation and the agreements with Talgo's creditor banks to prevent the cancellation of existing credits.
Ganz-Mavag, 45% owned by the Hungarian state fund Corvinus and in smaller percentages by the oil company MOL and the railway group Magyar Vagon, has yet to submit some documentary annexes to the CNMV on the guarantees for the operation, of around 620 million of euros, and the shareholder agreements between the partners of the consortium.
The consortium wants to present the guarantees this week. Among the guarantor banks there are no Spanish ones because, according to what he indicates, they are the ones he usually works with in Hungary. In this process you are counting on the advice of Lazard.
Faced with the reluctance of the Government, which fears the influence of the Hungarian president, Viktor Orbán in the consortium, and the ties with Russia, Ganz-Mavag's great argument is that Talgo does not have the capacity to respond to the volume of orders. The Spanish company has already been sanctioned by Renfe for delays in April trains and deadlines are pressing in a key contract, the one signed with the German Deutsche Banh.
Magyar Vagon does not talk about increasing Talgo's productive force in Spain, but about its ability to quickly make available seven railway plants in Hungary so that Talgo can successfully respond to its customers. The problem of the Spanish company is not financial, but industrial, he alleges.
In the formalization of the takeover bid before the CNMV, Ganz-Mavag offers 5 euros per share of the Spanish company, or 620 million of the total, compared to the current price of 540 million. At the beginning of March, one day before the consortium made the decision to launch the offer, the Minister of Transport, Óscar Puente, said that the Government will do "everything possible" to prevent it.
The anti-takeover shield requires the approval of the Government before launching a takeover bid for a strategic company. The Hungarian consortium must also obtain permission from the European Commission and the competition bodies of other countries, including Saudi Arabia, where Talgo operates trains for the Spanish Medina-Mecca project.
