Today, the deadline for Sonae to deliver to the market regulatory authority, CMVM, the registration request for the Public Tender Offers on Portugal Telecom and PT Multimédia. According to the legislation in force, there is a period of 20 days between the announcement of the offer and the registration request that requires the presentation of the draft prospectus and the draft announcement of the launch of the OPA, elements that define the essential conditions of the offer .
It is recalled that Sonae intends to acquire the entire capital of the PT group, proposing to pay a price of 9.5 euros per share, which should be maintained, taking into account the statements of Belmiro and Paulo de Azevedo since the disclosures were made. intentions of the northern group, which conditions the success of the offer to the ability to acquire a minimum of 50.01 percent of the incumbent.
At the strategic level, the group is open to a merger between Optimus and TMN and admits the sale of one of PT’s networks, two measures that aim to promote competition and maintain the economic rationale of the proposal (with regard to Optimus / TMN merger).
This issue is fundamental to the progress of the process, which will have to wait for the assessment of the Competition Authority, as well as the unblocking of PT’s statutes, which will have to be voted on at the company’s General Meeting for a minimum of two thirds of the capital.
In order to complete the operation, it will also be necessary to resolve the issue of the State’s golden-share, a block of five hundred actions that allows strategic decisions to be halted and which is also being analyzed by the EC, which tends to consider the protectionist positions of the State to be inappropriate. State in private companies, to be evaluated by other cases already analyzed in Europe.
The need to resolve this issue before a more concrete indication from Brussels could lead the State to abdicate the golden share or renegotiate its special rights in PT, decisions that would be favorable to Sonae and that increased the chances of seeing the deal concluded. success.
After receiving the prospectus and announcement projects, the CMVM has eight days to accept or reject the registration request, a period that can be extended to further analyze Sonae’s offer.
Today the Autoridade da Concorrência also published the prior notification of the OPA, adding that on February 20 it received «a prior notification of a merger operation».
In the same communiqué, the AdC says that «any observations of interested third parties on the merger in question must be sent to the Competition Authority, within ten working days».
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