The General Shareholders’ Meeting of Borges Agricultural & Industrial Nuts, S.A. (BAIN) approved on Monday, February 17, at first convocation, the delisting of the company’s shares from trading on the Madrid and Barcelona Stock Exchanges and the takeover bid for all the shares of the share capital presented by Borges International Group, which was already the majority shareholder of the company with approximately 89% of the shares.
The offer, formulated as a takeover bid in accordance with the provisions of article 10 of Royal Decree 1066/2007, of July 27, 2007, on the regime for public takeover bids, is mainly justified by the reduced percentage of free float of the company’s shares on the stock exchange and the optimization of direct and indirect fixed costs associated with the company’s status as a listed company.
The price of the transaction has been set at 3.48 euros per share, in accordance with the criteria established in articles 10.5 and 10.6 of the Takeover Bid Royal Decree and after the preparation of the Valuation Report issued by the independent entity Analistas Financieros Internacionales, S.A. (Afi), appointed for this purpose as independent expert in accordance with the aforementioned regulations, with the total consideration consisting of cash.
The offer, addressed to all the shareholders of the company, has been approved by the holders of shares with voting rights. In this regard, Borges International Group has expressed its intention to exercise its squeeze-out right in the event that, on the settlement date of the offer, the conditions established in article 47.1 of the Takeover Bid Royal Decree are met, for the same consideration of the offer, 3.48 euros per share.
Likewise, in the case that the aforementioned conditions are met, any of the company’s shareholders who wishes can require Borges International Group to compulsorily purchase all of its shares for the same amount set as the established in the offer.