The placidity of the NH hotel group has been broken by an episode of takeover bids and slamming doors that has forced room service to intervene. The company has experienced turbulent days regarding the plan of the main shareholder, the Thai group Minor, to raise its stake above the current 94% without launching an exclusion bid. His intentions have led to the resignation of the independent directors, cross accusations, a reprimand from the CNMV and an urgent movement by Minor itself to place its CEO as president of NH.
The crisis came to light two weeks ago, but it had been brewing for some time. Minor, which had taken over 94% of NH in 2018 after launching a takeover bid at 6.3 euros per share, has probed a final assault to exclude the Spanish hotel group from the stock market. To do this, he hired EY, which now valued the shares between 4.8 and 5.6 euros, and went with this adviser's report to the CNMV to request permission to launch an exclusion bid at that price.
Neither the supervisor nor the three independent directors of NH thought it was a sufficient amount, so Minor resigned from the takeover bid and launched a controversial alternative plan that has caused a pitched battle in the board of directors and an unusual crisis of governance in the hotel group, valued at 2,700 million euros including debt.
On Sunday, May 7, Minor reported on its website that it would buy NH shares on the market for 30 days at a price of 4.5 euros to "improve its liquidity", with no intention of delisting it. That Monday, the CNMV suspended NH's listing pending an official explanation and the next day it had to urge the company because it continued without offering clarifications. Minor finally sent the information to the CNMV, which lifted the suspension of the shares, whose price has since increased by 24%, precisely to around 4.5 euros.
Episode solved? Absolutely. On Friday May 12, according to Minor sources, the Thai group informed the president and independent director of NH, Alfredo Fernández Agras, that it no longer had his confidence. Fernández Agras, who is demanding an exclusion bid for all the small shareholders, announced days later, last Tuesday, his resignation, but not in the way that Minor would have liked: the other two independent directors of NH, José María Cantero, also resigned. and Fernando Lacadena, after denouncing a violation of the rights of minority shareholders to receive an exclusion bid. They accused the rest of the council, made up of executives and representatives of Minor, of "passivity".
This Thursday, the NH council met urgently and decided to propose the replacement of the current president Fernández Agras by the CEO of Minor, Dillip Rajakarier, and to begin the search for replacements for the independent members who have resigned. He did so after harshly criticizing the resigners, whom he accuses of "disloyalty" and spreading "misleading" information. He even threatens legal action.
The action of the board of directors of NH has been above all a blow at the Minor table. Without the three independent members, there are seven directors left in NH, of which four represent Minor, who is still the owner and can maneuver freely. Another decision has been to propose naming the current CEO of NH, Ramón Aragonés, as vice president of the group.
For practical purposes, all this dispute does not stop revolving around the price. Minor has recognized these days that before the pandemic he studied a takeover bid for NH at 7 euros. Then the hotel business collapsed and he had to help NH with 107 million, which is no longer worth the same. The resigning directors reply by appealing to the excellent prospects of the hotel companies after the explosive recovery in consumption and the rise in prices.