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MásMóvil CEO shields himself from criticism with a takeover commission parallel to the council


It is one of the most relevant corporate operations in Spain so far this year. It is not just because it involves an Ibex company, MoreMobile, also because the option of a counter offer to that made by the funds remains open KKR, Cinven and Providence, although the council has unequivocally assumed that it is in favor of this proposal. A decision harshly criticized by investors, such as the management company AllianceBernstein.

And, precisely, the operator's council will no longer be the only body where the issues of this takeover bid are addressed. The company headed by Meinrad Spenger has constituted a monitoring commission where the details of this offer will be specifically addressed, which will serve as a shield in case of additional criticism.

The committee will be made up of Spenger himself and one of the independent directors but with more weight on his board, Eduardo Diez-Hochleitner. Also, they will be in it, Borja Fernández Espejel, Chairman of the Audit Committee and independent director; and Cristina Aldamiz Echevarría, also independent. And there is a Sunday, Rafael Domínguez de la Maza, representative of the textile group Foreman, that unlike other reference shareholders (such as the Ybarra Careaga family) have not yet disclosed what they are going to do in the takeover bid.


The company recognizes that the mission of this parallel commission to the council is to “evaluation of the offer, consideration of measures that may be beneficial to shareholders”, In addition to preparing the information that reaches the council. He believes that in this way "he will be able to supervise the OPA process on a day-to-day basis and throughout its duration in an objective, agile and effective manner."

An indication of objectivity and of looking after the interests of the shareholders that comes after criticism of the collusion by the directors of the offer launched by the three funds.

Specifically, as Bolsamanía announced, the manager AllianceBernstein believes that the board should be "concerned about the optics of this situation, due to the fact that four board members may have dual interests, by joining the buying consortium", in reference not only to the Ybarra family; Also to Inveready and Key Wolf; as well as Providence, since the purchasing fund already controls 9% of MásMóvil.

Specifically, the company itself assumes that the new commission is "composed of independent members of the board, mostly, who do not have a personal interest in the acquisition offer or who are not related to the offeror within the framework of this ”. The OPA, which received the approval of the CNMV this Friday and continues its process while waiting for the prospectus and acceptance deadlines, values ​​each MásMóvil share at 22.5 euros per share. The funds assume that shareholders who have already spoken in their favor (almost 30% of the capital) will only be able to accept a competing offer if it exceeds 26 euros per share.

. (tagsToTranslate) MásMóvil (t) shields (t) criticism (t) commission (t) parallel (t) advice (t) Category: All (t) Category: Company News (t) Category: Pulsos (t) Category: Sectorial : Communications

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