IFM offers over €5bn euros for 22% of Naturgy in a surprise takeover bid

The Australian pension fund conditions the offer to getting 17% of Catalan energy

2 min
Logo of Naturgy's headquarters

IFM Global Infrastructure Fund, advised by the Australian global fund manager IFM Investors, announced on Tuesday a voluntary partial takeover bid for up to 220 million shares of Naturgy Energy Group, representing 22.69% of the company's share capital, for a total of €5.06bn, at €23 per share, a 19% premium over the closing value of Naturgy's shares on the stock exchange on Monday.

IFM considers that this price, which will be paid in cash, meets the conditions for being considered an "equitable price", which will be justified by an independent expert's valuation report. The offer was made voluntarily and without Naturgy's prior knowledge. It has been made by the Australian pension fund IFM through a company based in Luxembourg in which another company based in the Netherlands, Global InfraCo, owned by IFM, has a stake.

The price of the offer represents a premium of 28.9% over the weighted average price of Naturgy shares over the last six months, 22.7% over the volume-weighted average price of the shares for the period of the last three months and 19.7% over Naturgy's share price at the close of trading on Monday (€19.14).

Minimum of 17%

The effectiveness of the offer that has been notified this Tuesday to the National Securities Market Commission (CNMV) will be subject to receiving the corresponding authorisations from the regulators and competition authorities, as well as to achieving a minimum acceptance level of at least 164,834,347 shares, equivalent to 17% of Naturgy's share capital.

The offer price will be adjusted downwards in the event that Naturgy pays or declares any dividend, distribution or similar remuneration to its shareholders prior to the settlement of the transaction. MFI GIF will finance the majority of the acquisition through capital commitments from its investors and the remainder through acquisition bank debt.

As an asset manager owned by Australian pension funds, IFM has stated that their main objective is to achieve a long-term sustainable clean return through investment in 'core and high quality' infrastructure companies.

IFM is one of the largest infrastructure investment managers in the world. IFM's commitment to participate in the energy transition, together with its 25 years of experience in the infrastructure sector worldwide and its long-term investment philosophy, offers a "solid" reinforcement to the company's development, as highlighted by the fund. Naturgy has expanded its presence in Australia with several investments in renewable energies.

Naturgy's main shareholders are CriteriaCaixa (La Caixa's investment holding company), with 24.8% of the capital; the Rioja Bidco funds, with 20.7%, and the GIP fund, with 20.6%. In addition, 21.7% of the capital is in the hands of institutional investors; the Algerian state gas company Sonatrach has 4.1%; and the rest (approximately 8%) is owned by small shareholders.