OTIS launches an OPA of 1,600 million over its Spanish subsidiary Zardoya and shoots it on the stock exchange

The actions of ZARDOYA OTIS began the session of this Thursday with a rise upper than 32% after OTIS has announced its intention to launch a public acquisition

OTIS launches an OPA of 1,600 million over its Spanish subsidiary Zardoya and shoots it on the stock exchange

The actions of ZARDOYA OTIS began the session of this Thursday with a rise upper than 32% after OTIS has announced its intention to launch a public acquisition offer (OPA) over 49.99% of its subsidiary that does not control by 1,646 Millions of euros, at a rate of 7 euros in cash for each title, which represents a premium of 30.8% compared to closure yesterday (5.35 euros).

Specifically, ZARDOYA OTIS actions were shot by 32.15% in the first raises of the session on Thursday, until it is exchanged at a price of 7.08 euros, above offered at the OPA.

The offer is aimed at the totality of the actions in which the Social Capital of ZARDOYA OTIS is divided, that is, 470,464,311 actions (including the actions in self-catering), according to the information referred to the National Securities Market Commission (CNMV ).

Of the offer the actions are excluded indirect ownership of OTIS (that is, 235.279,377 Actions of ZARDOYA OTIS, representing 50.01% of its share capital), which will be immobilized.

Consequently, the offer launched by the Matrix of Zardoya OTIS is effectively aimed at a total of 235,184,934 shares of the company, representing 49.99% of its share capital.

The price of the offer will be reduced by an amount of 0.074 euros per share as a consequence of the dividend announced by ZARDOYA OTIS, whose payment is scheduled for October 11, 2021.

The resulting price will be rounded up to two decimals, in such a way that with effects as of October 7, 2021 (ex-dividend date) the price of the offer will be fixed at 6.93 euros per share.

In the same way, the price will be reduced by an amount equivalent to the gross amount per share of any distribution of dividends, reservations or issue premium, or any other distribution to its shareholders that Zardoya Otis can perform from now on.

The bidder is OPAL SPANISH HOLDINGS (OSH), entirely participated by Otis Elevator Company, and provides that the submission of the request for authorization of the offer will take place towards the end of the maximum period of one month expected.

OSH considers that the price of the offer complies with the requirements of Article 137.2 of the Securities Market Law, to the extent that the consideration is in cash and will be justified through a valuation report prepared by Deloitte Financial Advisory, as an independent expert .

Likewise, OSH believes that the consideration offered gathers the conditions of 'equitable price' in accordance with the rules of Article 9 of Royal Decree 1066/2007, insofar as the price of the offer is above the highest price paid or Agreed by OTIS or entities of the OTIS Group, or by the members of their organs, control and supervision, for the acquisition of ZARDOYA actions during the twelve months prior to this date.

The offer is not subject to any condition and not to notification before the European Commission or before the National Commission of Markets and Competition (CNMC).

Likewise, the potential acquisition of the actions under this offer does not constitute an operation subject to authorization of direct foreign investment by virtue of the provisions of the legal regime of capital movements and economic transactions with the exterior and in the provision Single transient of the Royal Decree-Law of urgent measures to support the business solvency and the energy sector, and in tax matters, because OTIS is already a holder of more than 50% of ZARDOYA's social capital and has the exclusive control of the company.

Finally, OSH will exercise the right forced sale of the remaining Actions of ZARDOYA OTIS ('Squeeze-out') at the same price of the offer, subject to any adjustment. The execution of the forced sales operation resulting from the exercise of the right will result in the exclusion of quotation of ZARDOYA OTIS of the Spanish stock exchanges.

For its part, the Board of Directors of ZARDOYA OTIS will analyze the terms and conditions of the offer, will follow up on it and issue a report with its opinion and observations when it is legally mandatory.

For these purposes, for the best performance of its functions and in line with the usual practice in this type of proceedings, the Board of Directors has hired Gómez-Acebo & Pombo Abogados as a legal advisor within the framework of the offer and will select a Financial advisor that can also advise these purposes, according to Europe Press.

Meanwhile, and without prejudice to the limitations of action established in public offering regulations, ZARDOYA OTIS will continue to operate its businesses on a regular basis in the best interest of its shareholders, customers and employees.

Updated Date: 23 September 2021, 08:34

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