The president of the National Securities Market Commission (CNMV), Rodrigo Buenaventura, assured this Wednesday in Parliament that he is keeping the Government and its allies in Indra under surveillance in case they should force the State to launch a Public Offer for the Acquisition of shares (OPA) for covert takeover for firing independents.
In an appearance at his own request before the Economic Affairs Commission of the Congress of Deputies, Buenaventura, has gone further than in his statement last December when he provisionally filed the scandal over the alliance formed by the State Company of Industrial Participations (Sepi) , the Basque group Sapa, and the Amber fund directed by the president of the Prisa group, Joseph Oughourlian.
The official stated before the deputies that “the three shareholders (AMBER, SAPA and SEPI) cooperated and coordinated in the days and hours prior to the meeting to propose and vote in favor of the dismissals, with the active participation of the Chairman of Indra “. That is to say,. that the arm of the Government secretly hatched with its allies for days the dismissal of the independent directors of Indra with the current president of the company, Marc Murtra, in the conspiracy.
This “coordination” is not, however, “an agreement” that forces Sepi to launch a takeover bid, according to Buenaventura. Because? He has given, among other arguments, that he has not seen a change in the company’s strategic direction since that assault, nor has it helped Murtra to obtain the executive powers that the expelled independents denied him.
However, he has described the government’s action as “just the opposite of what would be desirable”, because “we must protect and protect those who in the Council look after the interests of minorities”.
What he has warned is that his December decision not to force the launch of a takeover bid is still open, despite having filed it three months ago “Does that mean that the conclusion reached in December 2022, whatever happens in the future, Is it immovable? No. In the absence of evidence or sufficient indications of agreement, the future actions of the shareholders suspected of said agreement may shed new clues, new indications or new evidence that make it necessary to revisit the matter in light of these new facts”. He has mentioned the recent case of the departure of the CEO of Indra, Ignacio Mataix, who is the last senior executive who did not control the Government, but he has not given details of whether this seems to him a worrying new sign.
Therefore, the CNMV has stated that it continues to “monitor” the situation and “decision-making in the company”. He also watches the new board of directors, although he does not see the new independents at the moment dominated by the Government. “Although the outgoing (dismissed) directors expressed at the meeting itself and in their letters of resignation their suspicion that more docile substitutes would be sought, more related to the significant shareholders or the president or less independent, none of this has been evidenced to date , once the new council has been analyzed”, stated the president of the organisation.
Buenaventura has admitted that one of the factors for not punishing the concertation is that Indra appointed new independent directors months later, but has denied that the CNMV has been slow, giving the Government time to repair part of the damage. It took six months and, according to Buenaventura, “we took as little as possible, neither more nor less.”
He has also insisted that the Government must modify the Capital Companies Law to avoid new expulsions such as those of Indra and better protect independent directors.
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