Masmovil Shareholder Ups Heat Over Buyout Bid


Masmovil minority shareholder Polygon increased pressure on the operator’s board to disclose further details on its approval of a takeover bid, raising concerns about potential conflicts of interest.

In a letter to Masmovil chairman Eduardo Diez Hochleitner Rodriguez, made publicly available by Polygon, the investor said the company had failed to eliminate its “deep concern” about the terms of a bid made to acquire the company by consortium Lorca Telecom BidCo. The offer was subsequently backed by the operator’s board.

The investor first lodged concerns about the offer with Spain’s stock market regulator in late June and subsequently contacted Rodriguez for further disclosures related to the takeover attempt, raising a number of queries it claims were not adequately addressed in the reply.

It demanded identification of which board members abstained from voting on the agreement, with a view to assessing any conflicts of interest. It also raised concerns about the role of Masmovil CEO Meinrad Spenger  as part of the steering committee dealing with the process.

Polygon noted: “It is essential not to forget that the company itself, whose management team is led at the highest level by the CEO, has entered into an agreement with the bidder in relation to the bid which…addresses remuneration matters that affect him and his team personally and directly”.

“His involvement, even if acting on behalf of the company, in the negotiation and execution of said arrangements, or in their subsequent follow up, implies a clear breach of the basic obligations arising from the duty of loyalty as regulated by the Spanish companies.”

In addition to Polygon, other shareholders have raised concerns about the takeover attempt, calling for improved terms.

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