IFM Global Infrastructure Fund managed by IFM Investors Pty Ltd made an offer to acquire 22.69% stake in Naturgy Energy Group, S.A. (BME:NTGY) for ?5.1 billion on January 26, 2021. On March 18, 2021, IFM revised the offer per share from ?23 to ?22.37 per share of Naturgy Energy Group. On August 2, 2021, IFM Global has further lowered its?offer?for the 22.689%?stake?in Naturgy Energy Group to ?22.07 per share. The offer price will be adjusted downwards if Naturgy pays or announces dividends, distributions, or similar remuneration prior to the offer settlement. The two major shareholders of Naturgy, Rioja Acquisition and GIP III Canary 1, which own a total of 41.4% in Naturgy, have decided not to hand over their shares, but will vote to give the fund the right to appoint members of Naturgy?s Board. Transaction was supported by CVC and GIP funds. IFM Global Infrastructure Fund managed by IFM Investors Pty Ltd will finance most of the transaction with equity commitments from its fund investors, with the remaining to be financed by an acquisition debt facility. BNP Paribas will finance the transaction via bridge loan, but later replace bridge loan with a syndicate loan of ?2 billion. Allen and Overy assisted BNP Paribas in financing transaction. The bank of Gallic origin will give the guarantee for the total of the takeover bid and will then grant the loan. As of June 10, 2021, more than 30 banks have provided assurance for loan of ?1.8 billion to IFM Investors Pty Ltd on its request. This loan will be used for the transaction.
The offer will be subject to receiving all relevant approvals and regulatory and competition authorizations and reaching a minimum acceptance level of at least 164.8 million shares, or 17% of Naturgy?s total share capital. Due to the antiop armor deployed by the Government at the beginning of the pandemic,?IFM will submit the request to the Ministry of Industry. The admission for processing of the aforementioned application does not imply any type of pronouncement on the decision concerning the authorization of the takeover bid, or any of its terms and conditions. As of February 18, 2021, the Spanish National Securities Market Commission admitted for consideration the application filed by IFM regarding the takeover bid. As of March 22, 2021, IFM has received approval from the country's Federal Competition Commission regarding the offer on March 18, 2021. The approval of the Executives is expected between the months of July and August of 2021. As of May 18, 2021, transaction is pending authorization from the Spanish Government. As of May 19, 2021, transaction is pending approval by the Council of Ministers. As of May 20, 2021, transaction is pending approval of Pedro S?nchez?s government. As of August 3, 2021, transaction was approved by The Council of Ministers. IFM has accepted the conditions of the government to the offer. The next step in the process is the authorization of the offer and the prospectus by the National Securities Market Commission (CNMV). IFM has accepted the conditions imposed by the Government to authorize the voluntary partial Public Tender Offer for 22.69% of Naturgy's share capital. On September 8, 2021, CNMV approved the transaction. IFM has up to five days to make a public announcement. As of September 23, 2021, Criteria Caixa, the investment arm of CaixaBank, has decided to reject the transaction. Once the?bid?and its conditions have been announced publicly, Naturgy shareholders?would then have 30 days to tender their?shares. The Acceptance Period For IFM Investors Pty Ltd Takeover Bid For Naturgy Energy Group, S.A. is from September 9, 2021 to October 8, 2021. As of September 24, 2021, board of Naturgy Energy Group, S.A. had decided not to tender its 26% stake in the partial takeover bid launched by the Australian fund IFM for Naturgy. Criteria said it had concluded that the offer did not offer "full satisfaction" and that it was a committed a long-term investor. Freshfields Bruckhaus Deringer LLP acted as legal advisor and Citi acted as financial advisor to Naturgy. Alejandro Meca, Alejandro Ortiz, Esteban Arza, Jaime Zurita, Jose Gimenez, Juan Barona, Javier Garcia-Pita and Patricia Alvarez of Linklaters, S.L.P. acted as legal advisor to IFM Global Infrastructure Fund in the transaction. Credit Suisse Emerging Companies (Australia) Pty Ltd acted as financial advisor to IFM investors. BNP Paribas SA acted as financial advisor to IFM Global Infrastructure Fund. Juan Ignacio Gonz?lez and Javier Redonet of Ur?a Men?ndez Abogados, S.L.P. acted as legal advisors to IFM Global Infrastructure Fund. LLYC Financial Communication participated in the communication process of the transaction.
IFM Global Infrastructure Fund managed by IFM Investors Pty Ltd completed the acquisition of 10.83% stake in Naturgy Energy Group, S.A. (BME:NTGY) for ?2.3 billion on October 14, 2021. On October 14, 2021, IFM Investors Pty Ltd communicated its decision to waive the minimum acceptance threshold (164,834,347 shares representing 17% of the share capital of Naturgy Energy Group, S.A.) to which it had conditioned the validity of the bid. Consequently, having fulfilled the other conditions imposed, the bid will be fully effective, with IFM Investors Pty Ltd acquiring 105 million shares of Naturgy Energy Group, S.A. included in the acceptances.