The National Securities Market Commission (CNMV) has clarified this Tuesday that it has already notified the founders of Codere, the Martínez Sampedro family, that it did not find signs of agreement or situations that generated the obligation of a Public Acquisition Offer (OPA) of forced shares by the funds that currently control the management of the company.
«After a detailed analysis of all the documentation submitted, the Cnmv did not find signs of agreement or situations that generated the obligation to OPA, which led to the provisional filing of the proceedings in November 2020, which was duly notified to the complainants, ”the supervisory body specified.
The Cnmv recalled that in February 2019 a complaint was filed by the founders, which was followed by seven supplementary briefs, between July 2019 and October 2020, and that once the documentation had been analyzed, there was no evidence of agreement nor of situations that generated a mandatory takeover bid.
Subsequently, the Cnmv received in January of this year a letter against the filing of said complaint on the same facts, which is to which the petitions revealed by the Martinez Sampedro.
Specifically, they have requested to introduce a new point on the agenda of the shareholders’ meeting that is held on May 11 and that the participants in the takeover of Codere comply with the Spanish Stock Market Law, which translated yesterday in a rise in the shares of 42%, up to 1.2 euros.
To do this, they have requested that the National Securities Market Commission (CNMV) open a file against the funds to force them to submit a forced takeover bid for 9.58 euros per share for the benefit of all the company’s shareholders, representing a total amount of around 900 million euros.
According to the founders of Codere, the fair price per share claimed is the guideline that has been set based on the closing of January 12, 2018, the date on which the takeover of the company materialized.
They have also asked the CNMV to freeze the complaint files that were filed, “without knowing the existence and consequences of the civil conspiracy”, until the complaint is resolved. file of the forced takeover bid.
The new lawsuit is based on the Article 40 of the Internal Regulations of the CNMV and of the Administrative Procedure Law, as well as by the European Securities and Markets Authority (ESMA, for its acronym in English), which explicitly prohibits the actions of shareholders and directors that imply a collusion of interests unrelated to those of the rest of the shareholders.
According to the new lawsuit, “for the first time”, when initiating this file under Article 40, the regulator “has the opportunity to analyze the takeover of a Spanish listed company, carried out in a concerted manner by a civil conspiracy since USA, to, without new purchase of shares, take control of a listed company without submitting a forced takeover bid, as required by Spanish law, events that affect Codere today but could affect any other Spanish listed company in the future and in relation to to whom, to this day, there is no doctrine of the Cnmv».
The new demand also brings el opinion of an American law firm, which has analyzed the results and evidence obtained by the ‘forensic’ when investigating thousands of evidence of the relationship between investment funds and Codere directors.
The lawyers conclude in a report, among other issues, that “under their legal criteria and with the standards of US law, there has been some type of civil conspiracy to organize from the US the takeover of Codere without submitting a forced takeover bid “.
In addition, they highlight that “in secret, they devised and planned a scheme, presented as a transition plan that would result in fundamental changes in the structure and business of Codere”, which included the termination of José Antonio Martínez Sampedro, as president of the company , and Luis Javier Martínez Sampedro, as vice president, and the appointment of Vicente Di Loreto, as CEO of Codere.
According to the plaintiffs, Di Loreto was hired as head of G3M Consulting to provide strategic, financial and business consulting services to Codere, and was appointed head of the company’s Monitoring Committee when José Antonio Martínez Sampedro was president. Later, and in accordance with the plan that he had agreed with Silverpoint, was appointed by the company’s CEO council.