The brain behind the purchase of the 1,800 social apartments of Blackstone that fights with Santander to control Merlin


The brain behind the purchase of the 1,800 social apartments of Blackstone that fights with Santander to control Merlin

An internal corporate war staged in the middle of Christmas week. A Fight for control of Merlin Properties, the largest listed real estate investment company (Socimi) in Spain. On one side, Banco Santander, which controls almost 25% of Merlin's capital, which is its main shareholder and wants to set the pace. To another, its CEO, Ismael Clemente, founder and visible voice of the one considered as the main real estate company of the Ibex.

It is not a new war, because the disparity of criteria and the differences in the management model between Clemente and Santander - led by the non-executive chairman of Merlin, Javier García-Carranza - come from afar, according to knowledgeable sources. But now, in this final stretch of 2021, the divergences in strategy and ways of managing have become apparent and have surprised by their size, they add.

At the moment, there is a truce. This Monday, Merlin's board of directors called an emergency meeting with Clemente's dismissal as the only point of the day. A council, where Santander has three of the 13 seats. Another is for Ana Forner, representing the other reference shareholder, Nortia (the group of the former businessman in the gaming sector Manuel Lao), which adds 6.2%. In addition, Clemente himself, his right hand in recent decades, Manuel Ollero, sit in the direction; and seven independents.

The waters returned to their course, in a unanimous decision to keep the CEO, although everything indicates that it is not the end of the fight, because the underlying problems are still there and seek a solution that satisfies all those involved who want to take the lead it doesn't seem easy.

"The board of directors, its president and its CEO, reiterate their mutual respect and their express decision to implement precise mechanisms and concrete measures for management in accordance with the best governance of society," read the statement sent at the last minute Monday to the National Securities Market Commission (CNMV). Not a word about what mechanisms and measures will be implemented because, at the moment, no decision has been made.

The agreement to close the battle (false or not) was unanimous on the part of the entire board, after the divergences, which would be deep, on Merlin's future model as a listed company had transcended; and about who has to be in charge.

In the sector, Ismael Clemente is defined as close in treatment, loquacious and, at the same time, ambitious. A loquacity that has been reflected in numerous interviews and public interventions where Clemente has revealed opinions that, on many occasions, swam against the current in an Ibex that, almost always, prefers a low profile.

But Clemente has practically no low profile in the past decade.

One of the key steps was its mediation in 2013 so that the Blackstone fund became one of the largest owners of social apartments in Madrid, which sat Mayor Ana Botella on the bench.

So Clemente headed the firm Magic Real Estate. Before, he had already been in the real estate manager of Deutsche Bank. He was the key mediator for the US megafund to fixate on the 1,860 flats of the Municipal Housing and Land Company (EMVS), which it bought below the appraised price. Blackstone paid about 130 million euros. In fact, the The prosecution summoned Clemente to testify in the case, for his advisory work to Blackstone, according to 'El Confidencial'.

His right hand in this operation, Miguel Oñate, Merlin's current corporate general director, has been one of his defenders in the fight at the top of the Socimi. In a letter, Oñate, the management team and the staff endorsed Clemente before the council meeting. They assured that the real estate investment company "does not deserve abusive and feudal behavior on the part of minorities", in a clear reference to the deep sea that drags the listed company.

In that letter, they assure that Clemente promoted the Merlin project "from scratch" and that his management team "will watch over the interests of society until the end." "We will not give in to abuse," they conclude in their letter.

For the moment, investors seem to be on their side. They punished the courage before his foreseeable departure and backed him by knowing that he remains. This Monday, after confirming the 'war' in the council, the stock fell 6.34%. And this Tuesday it recovered by more than 4%, which leaves the company's price on the floor above 4,300 million euros.

As a context on the size of Merlin, it is the largest listed real estate and the largest Socimi in Spain, whose assets -more than 1,000- must be exclusively linked to rent. In his case, with an approximate value of 12,900 million euros.

The CEO of Merlin Properties is not usually sparing in qualifying in his public interventions. This fall, on the eve of the Government presenting the draft Housing Law, which seeks to control prices in areas with tension in rents, Clemente advocated converting commercial premises into flats.

"We need it like eating, because we try to control housing prices with witty and absurd measures, when we can transform commerce into housing," he assured in October at an event organized by Barcelona New Economy Week.

Months before, in the middle of the first wave of the pandemic, he said in a interview with elDiario.es that the lower tax burden of Spain with respect to GDP, compared to other European countries, is linked to the "tremendous existence of an underground economy."

"You have to be sensible, know how to act on the tax system without breaking it, because it has very fragile balances. You have to treat well those who pay taxes in Spain, have their business in Spain, their ships with the Spanish flag, live here, who he spends here, which obviously has high lifestyles as a result of his income. Let them work. What would be wonderful is if Spain had fifty Amancio Ortega, because they radiate wealth around him, "he said.

His CEO compensation has also been in focus. In 2019, he was the sixth Ibex executive with the highest salary. Remuneration that in 2020, cut in half. Since 2014, with the listing of Merlin, it has received about 35 million euros. In addition, if he finally leaves the Socimi, Clemente would receive a compensation of 4 million. At the moment, his departure has not yet been dated.

.



Source link