New extension to armoring at companies considered strategic and with its reinforcement. The Government will extend for two more years shielding of companies such as Telefónica, Repsol or Naturgy against possible hostile purchase offers or significant capital acquisitions by investors from other countries. This measure, known as the ‘antiopa shield’ that was agreed during the pandemic, was extended a few months ago until December 31 and will now be extended again.
The Executive has decided to include this measure in the package of initiatives linked to alleviating the effects of the war in Ukraine through a royal decree, as reported by ‘El País’ and confirmed by official sources. The intention is that it be approved before the end of the year and, specifically, the last week of this month, when the decree-law is ratified, which will also include aid for the payment of the electricity bill by families and fuel discount.
With this measure, which initially affected only non-EU investors and was later extended to those from the European Union (EU), the Government reserves the right to authorize (or not) any foreign investment operation of more than 500 million or that represent more than 10% of the capital of the Spanish company belonging to strategic sectors.
One of the large operations that was subject to government authorization was the partial takeover bid by the Australian fund IFM on Nature, which punctured with that initiative, but which already has 13.385% of the capital. The Government, through the Third Vice President and Minister of Ecological Transition, Teresa Ribera, has spoken out against dividing the company in two, as its main shareholders want.
That is why the new regulations will include that the veto can also be applied, not only to takeovers of more than 10%, but also to the dividing up of companies, according to ‘El Confidencial’. The regulation also extends its radius of action to the sale of assets, which are very frequent operations in the energy and infrastructure sectors.
Through this regulation, the increase in the participation of Vivendi in Rush, the publisher of ‘El País’, up to 29.9% of the capital, from the 9.7% it held. Another purchase that had to go through this control was that of Euskaltel by MasMóvil.
Companies and strategic sectors
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The National Stock Market Commission (CNMV) opposed maintaining this shielding, considering that it limits the freedom of movement of capital. The measure was created initially to prevent opportunistic funds from taking advantage of the fall in the stock market prices of companies that are key to the national interest as a result of the pandemic, that is, from taking over significant parts of the capital or with the control at knockdown prices.
In the first regulation, the Government included as strategic “the critical infrastructure“, including energy, transportation, water, sanitation, communications, media, data processing or storage, aerospace, defense, electoral or financial, and sensitive facilities; critical technologies and dual-use items, including artificial intelligence, robotics, semiconductors, cybersecurity, aerospace, defense, energy storage, quantum, and nuclear technologies; nanotechnologies and biotechnologies; as well as the supply of fundamental inputs, particularly energy, from hydrocarbons to those referring to raw materials, as well as food security; Y sectors with access to sensitive informationin particular to personal data, or with the capacity to control said information and means of communication.