Uría & Menéndez Madrid
Spanish tender offer regulations have been recently amended by Royal Decree 1676/1999, of October 29, in two specific aspects: (i) the threshold which triggers the need to launch a tender offer when indirectly acquiring a Spanish listed company, and (ii) the type of consideration permitted in the case of competitive tender offers.
For indirect acquisitions of Spanish listed companies, the new Royal Decree increases the tender offer threshold from 25% to 50%. Accordingly, a tender offer over a Spanish listed company being indirectly acquired is only required if a percentage equal or greater than 50% of such company's share capital is reached by the acquiring company. This rule however does not apply where the company being directly acquired is (i) a mere holding company or (ii) a company whose substantial asset is a stake in the relevant listed company which is the main target of the acquisition.
Regarding competitive tender offers, the new Royal Decree opens the possibility to offer securities as consideration for the shares and not only cash, which was the rule under the former regime.
Luis de Carlos / Javier Herrero