Euskaltel’s Board of Directors unanimously supports the Másmovil takeover bid




Euskaltel’s board of directors issued a report on Monday on the opa by Másmovil, authorized a week ago by the CNMV and whose acceptance period began on July 7 and which will initially last until the 30th of this month. Specifically, the address of the Basque operator has unanimously supported the operation. However, theunion representation has warned in its opinion that they will monitor the fulfillment of the commitments made by the telco led by Meinrad Spenger and have asked for more detail on the Industrial Plan and synergies; as well as that the labor guarantees are fulfilled for all the brands or the revision of the Incentive Plan.

The Euskaltel directors have argued that «the price of the offer of 11 euros per sharepayable in cash is, from a financial point of view, adequate (fair) for Euskaltel shareholders ». In addition, they have highlighted that to support this conclusion they have had the opinion of Citi and JP Morgan and recalled that the CNMV endorsed the price offered by Másmovil in their authorization. In any case, the heads of the Basque telecom company have also added that no alternative offer has been submitted.

It should be remembered that Másmovil launches the offer, after closing an irrevocable commitment with «Significant shareholders of Euskaltel» representing 52.32% of the share capital: Zegona Communications (21.43%), Kutxabank (19.88%) and Corporación Financiera Alba (11%).

Similarly, Euskaltel has reported thatthat members of the board who own titles of the company will attend the offer. Such is the case of the president of the telco Xabier Iturbe or the CEO José Miguel García, among others, although they reserve to modify their opinion in the case of a hypothetical cotraopa. Másmovil will also have the 155,663 treasury shares of the telco vaca.

In the report they have also valued some of the commitments made by the operator managed by Meinrad Spenger, such as the maintenance of Euskaltel’s social and tax headquarters or employment, access for Euskaltel Group customers to ultra-fast FTTH broadband, the segregation of part of its infrastructures into a third company (‘FibreCo’ ) and the promotion of the deployment of the 5G network in the Basque Country, among other commitments.

The management of Euskaltel has also recalled the intention of Másmovil, already announced at the launch of the takeover bid at the end of March, from eExclude the telco of the Stock if it is accepted by 75% of the property and to modify the dividend policy, suspending “initially” the payment of the same.

Criticism of the unions

The union representation of Euskaltel has been less favorable and issued the notice that they will be vigilant, so that the commitments acquired when the takeover becomes effective are fulfilled and showing their fear that brands such as R Cable or Telecable will end up disappearing.

In this sense, they have conditioned their support for the operation on taking into account some proposals aimed at More mobile as the guarantees of a labor nature are extended “as long as possible” and it is specified that this commitment will apply to all the territories in which Euskaltel has a presence (Basque Country, Asturias and Galicia). They have also requested «more detail of the Industrial Plan and the planned synergies », as well as that the eventual revision of the 2021 objectives does not affect the variable part of the remuneration or that the Incentive Plan is revised.

Back with the bonus of the directors

In line with the above, the unions have questioned this Incentive plan That already raised controversy when the Másmovil offer was known, which does not contemplate any agreement to maintain the current managers. Regarding these incentives, the representation of the workers has ensured that it supposes “A serious decapitalization of the company” since it will generate an outlay estimated at 26 million euros. Specifically, they have criticized that there is only 52 participants – they ask that it be extended to the entire workforce – and that, subtracting the amounts attributed to the president and the CEO, “an approximate average figure of about 350,000 euros per beneficiary is obtained.

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