PAO on Martifer shares from Visabeira advances
The Portuguese multinational, multi-sector holding Visabeira has officially registered its intention to launch a take-over bid or Public Acquisition Offer for the remaining shares of Martifer – another Portuguese multinational industrial group – with Portugal ’s stock market regulator CMVM.
The rival wants all of the Martifer shares that are not already held by the Viseu-based construction group I’M (The Martins brothers) and Mota-Engil, which together represent 87.4% of the capital. Visabeira currently controls 23% of Martifer’s capital.
However, the regulator will only pronounce on the application to register for the PAO – as a consequence of a tripartite agreement with main shareholder Mota-Engil (a Sino-Portuguese construction giant) and the founding holding I’M (Irmãos Martins), if and after the green light has been given by the competition authority.
Actually, I’M, Mota-Engil and Visabeira’s tripartite shareholders agreement initially had meant a takeover bid wasn’t necessary, but changes introduced later meant it was imperative and mandatory.
The takeover bid was launched by Visabeira Indústria on Martifer’s shares at the start of August, following the signing of the tripartite parasocial agreement between Visabeira, Mota-Engil and I’M was registered with the CMVM.
Under this agreement I’M would end up with a 25.1% share of Martifer’s share capital – the minority share.
On Monday, Martifer sent the CMVM an amendment to its preliminary announcement on the PAO launched by Visabeira that the total voting rights of the three large groups was 87.53% and not the 87.4% that’d been stated.
Under the terms of the PAO Visabeira would acquire a 19% of Martifer’s share capital making it the majority shareholder.
Since the preliminary announcement, Martifer shares lost 11.3% in value, but are still trading above the PAO value at €2.43 per share.
After the PAO, Martifer must withdraw from the stock market and despite small investors criticizing the offset offered (€2.057 per share) because they think it doesn’t reflect Martifer’s true value, analysts expect that the take-over bid will be successful
Martifer SGPS, SA, the Group’s holding company noted for metal construction, has been listed on the Euronext Lisbon stock market since June 2007.
In 2008, its core activity operating revenues reached €650 million, but since the Great Financial Crisis the company, founded by the two Martins brothers Carlos and Jorge, had seen its operating revenues fall by two-thirds to €254 million in 2024.
Portugal ’s construction sector was particularly hard-hit by the financial and sovereign debt crisis that led to Portugal’s Great Recession that lasted until 2014 and Martifer never completely recovered the successes it had enjoyed up until 15 years before.
The main shareholder structure comprises the founding partner, through I’M SGPS, S.A., and the Mota-Engil Group, both control approximately 80% of the company with Mota-Engil holding a 37.50% share which was the result of a takeover bid.
However, the Visabeira Group acquired a significant stake, holding a larger share after an agreement made in 2024 to acquire more shares.
As of this month, Visabeira’s qualified shareholding has increased and the rival industrial and telecoms group is on track to acquire a further 18% of Martifer’s share capital by April 2026, bringing its share to 41%, making it the main shareholder.
The combed control of Mota-Engil, I’M SGPS and Visibeira will arguably give Martifer a “new lease of life” thanks to the shareholding of the strong controlling groups Visibeira and Mota-Engil.
Martifer closed the last year with a net profit of €23 million, an increase of 16.8% compared to the €19.7 million reported in 2023. This was its best result since 2009, when profits exceeded €107 million.
Sources: Jornal de Negócios/ECO
