Visabeira Indústria launches takeover bid for Martifer

Visabeira Indústria announced to the market the launch of a mandatory takeover bid for all Martifer shares not already controlled by the Viseu industrial group, I’M (brothers Carlos and Jorge Martins) and Mota-Engil, which together represent 87.4% of the capital, according to a statement sent to the Portuguese Securities Market Commission (CMVM) early on Wednesday morning. Under the terms of an agreement between the three companies, Visabeira already controls 23% of Martifer’s capital.

In fact, Visabeira, I’M and Mota-Engil already had a shareholders’ agreement that defined the conditions for controlling the company, the terms of which did not require the launch of an offer, but the changes introduced in the meantime led to this mandatory takeover bid.

The consideration offered by Visabeira Industral is “equal to or slightly higher than the weighted average price of the shares, calculated on the regulated market in the six months immediately preceding the date of publication of this preliminary announcement (namely, €2.057 per share – rounded up to the nearest cent for each shareholder, if necessary – or €2 per share, depending on whether or not those six months include the present date)”.

According to the statement to the CMVM, “the consideration to be paid by the offeror in connection with the purchase and sale and promise referred to in paragraph 3 (’Price per Share in the Purchase and Sale‘) — in the aforementioned shareholders’ agreement — corresponds to €1.60, plus an amount equal to the dividend distributed by the company for the 2025 financial year”.

In June, the regulator had concluded that Visabeira was not obliged to launch a takeover bid for Martifer. According to a statement published at the time, the CMVM explained that it had been asked to “consider the duty to launch a takeover bid waived” following the conclusion of agreements to regulate the terms of Visabeira’s entry into Martifer’s capital.

At that time, the CMVM concluded that “sufficient evidence had been presented that the terms of these agreements did not give Visabeira the power to exercise dominant influence over Martifer, and therefore the legal requirements that would determine the obligation to launch a takeover bid were not met”. Now, with the change in the terms of the aforementioned shareholders’ agreement, there is an obligation to launch a public offer for just over 12% of Martifer’s shares.

Martifer closed the last year with a net profit of €23 million, an increase of 16.8% compared to the €19.7 million reported in 2023. This was the best result since 2009, when profits exceeded €107 million.