In relation to the request for authorization of the public, voluntary and competitive offer for the acquisition of shares made by Esseco Industrial, S.p.A. for all the shares of Ercros, S.A. (“Ercros”), published on June 28, 2024 with registration number 2297 (the “Offer”), whose processing by the CNMV was suspended on June 28, 2024 in compliance with the provisions of article 41.4 of Royal Decree 1066/2007, of July 27, on the regime of public acquisition offers, it is noted that the Council of Ministers has resolved, at its meeting of October 8, 2024, following a favorable report from the Foreign Investment Board, to authorize without conditions the foreign direct investment of the Offeror and its final investor in the Spanish company Ercros, S.A.
The authorization of the foreign investment resulting from the Offer has been granted in accordance with the provisions of article 7 bis of Law 19/2003, of July 4, on the legal regime of capital movements and economic transactions with foreign countries and on certain measures to prevent money laundering and Royal Decree 571/2023, of July 4, on foreign investments.
The aforementioned authorization, in accordance with article 26.2 of Royal Decree 1066/2007, of July 27, on the regime of public acquisition offers, was required prior to the authorization of the Offer by the CNMV. Accordingly, the prior authorization provided for in section 2.8 of the application for authorization of the Offer referred to above (“Prior authorization of article 26.2 of Royal Decree 1066/2007”) has been obtained.
In relation to the conditions to which the effectiveness of the Offer was subject, as referred to in section 2.9(iii) of the application for authorization of the Offer, consisting of (i) the authorization or written confirmation that the investment is not subject to authorization from the French Ministry of Economy and Finance (Ministre de l'Économie, des Finances et de la Souveraineté Industrielle et Numérique) in accordance with articles L.151-1 et seq. and R.151-1 et seq. of the French Monetary and Financial Code (Code Monétaire et Financier Français); and (ii) the authorisation or, where appropriate, non-opposition by the European Commission in accordance with the Foreign Subsidies Regulation; it is reported that it has been found that the requirements for requiring the aforementioned authorisations are not met, and therefore these conditions have expired.
Ercros guarantees that the relevant facts contained on this page correspond exactly to those sent by the Company to the CNMV, and disseminated by it to the market. The facts prior to those included in this section are available on the CNMV website.