Significant event about the resolution adopted by the OHL’s Board of Directors
February 4, 2020
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OBRASCÓN HUARTE LAIN, S.A. (“OHL” or the “Company”) discloses the following inside information to the Spanish regulator (Comisión Nacional del Mercado de Valores, “CNMV”), in accordance with Article 226 of the Spanish Securities Market Act (Ley del Mercado de Valores) as recast by Legislative Royal Decree 4/2015 of 23 October 2015
OHL announces to the market that, as part of its strategic plan and as announced on various occasions, specifically on 22 October 2019 (with registration number 282,756) and 25 October 2019 (with registration number 282.871), the Company has been considering various transactions aimed at generating a positive impact on achieving its business plan and that will allow it to consolidate its competitive position in the market.
Specifically, and in accordance with the filing on 25 October 2019 in which it was made public that OHL had started surveying the market to find a possible financial partner in Obrascón Huarte Lain, Desarrollos, S.L U. (“OHLD”), with no decision having been made as regards divestment, the Company states that it continues to weigh various options and that these include selling and/or realising the value of certain assets of OHLD.
In relation with the regulatory announcements published on 22 October 2019 concerning a possible corporate action and today, the Company also announces that the Amodio family, following satisfactory due diligence on OHL, has confirmed its interest in making a cash contribution of €50M into the Company. How this transaction will be structured is yet to be determined. As part of the same transaction, the board has agreed to consider the possibility for OHL to integrate the construction business assets of Caabsa Infraestructuras, S.A. de C.V. (a company owned by the Amodio family with significant operations in Mexico and other Central American countries) (“Caabsa”). This would be through a merger process in which OHL is the acquiring company. In this context, the parties and Grupo Villar Mir have reached an agreement for OHL to carry out a due diligence and a valuation of Caabsa’s construction business.
Subject to this due diligence and valuation, OHL’s board and the Amodio family would be willing to move forward with the contribution and merger process, subject always to an ultimate decision by OHL shareholders, if the exchange ratio resulting from the contributions described above would give the Amodio family a stake of not less than 31% nor more than 35% in the resulting company.
A potential merger between OHL and Caabsa’s construction business, if approved by OHL’s shareholders, would in any case be conditional on the CNMV granting a waiver to the Amodio family from the requirement to make a takeover bid for OHL, on the grounds that the main objective of the transaction is industrial or business-related and not to gain control. This is in accordance with Spanish takeover rules, contained in Royal Decree 1066/2007 of 27 July 2007.
Madrid, 4 February 2020