Bondalti’s takeover bid for Ercros. Analyst says selling is “more prudent”. Without an offer, shares could correct by up to 30%

Ercros shareholders have another week to decide whether to accept the €3.505 proposed by Bondalti’s takeover bid for the entire capital of the Spanish giant. With the neighbouring country’s chemical industry going through a turbulent period, Lighthouse – Instituto Español de Analistas, one of the two investment banks that follow the company, recognises that the “least bad” choice for shareholders is to sell in the takeover bid, otherwise they will see a correction in the shares of between 25% and 30%.

It is “a truly thorny dilemma” that Ercros shareholders face, acknowledges Lighthouse in an analysis of the takeover bid, which is in its final stage — the acceptance period ends in a week, on 13 March. For the team of analysts, led by Alfredo Echevarría Otegui, “although none of the options is ideal for shareholders, the ‘least bad’ choice is to accept the offer, thus avoiding a predictable fall in the share price”.

“In the absence of Bondalti’s offer, or if it is withdrawn, a price correction to converge with the sector’s performance cannot be ruled out. This would imply an adjustment of between -25% and -30% compared to current prices (3.23 euros per share)”, warn experts in a report published after the Spanish company announced at the end of last week that it had increased its losses in 2025 by more than 4.5 times, ending the year with a net loss of 53.6 million euros.

Analysts note that “the most critical aspect of this dilemma is the sharp deterioration the sector has suffered over the past two years, the total lack of visibility regarding a recovery (which they do not anticipate before 2028) and, more significantly, the possibility — though not the certainty — that the European chemical industry faces a structural loss of profitability”.

Estimates point to another “weak” year

“After three years of weakness (2023–2025), expectations continue to point to a gradual recovery, although visibility remains limited in the short and medium term (2026–2027)”.

Given this situation, the team of analysts notes that the offer price implies multiples of around 26 times EV/EBITDA estimates for 2026 and 15 times for 2027, compared with ratios of 6.7 times and 6 times, respectively, for the European sector. “The offer values Ercros’ business above current industry multiples, reinforcing the idea that, in the absence of the offer, the share price would likely converge towards levels more in line with those of comparable companies in the industry”, the analysis states.

The experts also point out that it is important to remember that “the offer price set two years ago (which Bondalti has not adjusted) cannot be assessed today using the same criteria as then. In March 2024, there was an expectation of a rapid exit from the cyclical trough and a perception of a more profitable sector. Two years later, the context has changed radically; therefore, the perspective on the offer price must also change”, a fact that investors “cannot ignore”.

In view of all this, Lighthouse argues that accepting the offer is an opportunity to sell at a “reasonable price”, avoiding “the offer being withdrawn and preventing a possible fall in the share price of up to -30%, which would bring the share back to its ’starting point‘ (pre-acquisition price of €2.56/share)”.

Thus, “rejecting the offer is not an indefensible position, provided that the significant ‘costs’ involved are recognised and accepted (the most obvious being the likely return of the share price to pre-takeover offer levels)”, concludes the team of analysts.