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produces a big surprise, it is that he finds himself under the control of his Thai rival Minor. This one won the Chinese HNA group's bid for 25.2% and had previously acquired about 10% of the Oceanwood fund, which allowed it to enter the capital.
Sources from Hesperia point out that the plan Initially, it was to use NH's own shares to acquire up to 10% of Chinese participation and then integrate a financial investor who bought up to 15% to propel the company's strategy. They spoke with Lone Star and even Criteria, among others. But the fact is that Minor controls 44% of the capital.
Hyatt sent a letter last Thursday to the NH Hotel Group's board of directors expressing interest in a possible acquisition of the Spanish hotel chain. He does not mention the price, but he says that Minor's offer "underestimates the intrinsic value of NH". On the same day, Hyatt published an excerpt of the letter on its website. The day after the opening of the stock market, he communicated more or less the same thing to the CNMV.
The news was his intention to separate NH real estate assets from his hotel management platform and also anticipated an audit (due diligence) "to obtain more information for an assessment and review. optimal approach to a potential offer ". Hesperia, one of NH's largest shareholders with 8.4%, backed the US channel's proposal. Incidental sources of the situation claim that it is this shareholder who has encouraged Hyatt to publicly announce their interest. The American group, of course, was not kidnapped by anyone: it had the expert opinion of Credit Suisse, Latham & Watkins and EY.
D'Hesperia, they point out that they have always worked to integrate an industrial or financial investor into the NH project. but without taking control. And they add that they have devoted a lot of time and effort to it.
Hesperia, NH shareholder with 8.4%, backed the US channel's proposal
Sources close to Minor claim that Hesperia, previously, had attempted to reach an agreement with Minor and to sign an alliance for the future management of NH. When the Thai group refused, Hesperia went in search of a white knight. This point is categorically denied by Hesperia: "It is downright false that Hesperia has negotiated with Minor any type of agreement on the company," says a source close to the group. "On the contrary, Hesperia has always had doubts about Minor's entry by not recognizing the intrinsic value of NH and having no clear industrial plan." This source adds that initial doubts have not only been confirmed, but that they have magnified once Minor has entered in concert with Oceanwood.
"The Big Losers Are the Minority Shareholders Since the Minor Bid, In addition to Missing The Hyatt Report, picked up Thursday afternoon by the Bloomberg Agency, had an instant effect on the price of NH Almost the only option for the North American group's victory was that it put on the table an offer much higher than that raised by Minor, of 6.3 euros per share, and that the Thai group was selling its stake in This would have been a very successful financial operation, with capital gains, for an offer of 7.3 euros per share, of more than 170 million euros in five months. "A round game
"It's downright wrong that Hesperia has negotiated with Minor any kind of agreement on the company," sources say close to
But this possibility has not even occurred place, Hyatt's corrected the next day Monday, before the opening of the market, he sent another document to the NCVM, in which he assured that "Hyatt's path to a successful bid for the terms expressed was reduced to the point where it would be impracticable" Nothing had really changed since Friday, except for a key question: the roller coaster of stock trading, NH closed Friday with an increase of 8.9% to 6.75 euros per share, well above 6.3 euros offered by Minor, an ongoing offer of Approved by the CNMV and will take place on August 9 at the general meeting of minority shareholders, on Monday, it is down 6.4% to 6.32 euros, very low volume of 2.8 million shares, and yesterday it was left 0.55% extra, to establish at 6.29 euros per share, with a total of 2.3 million shares traded.
The hotel giant in Thailand, however, had already shown its intention to control NH, with the appointment of three directors in the midst of the OPA process. A fact that deserves the disapproval of Hesperia.
Minor agrees that NH complies with the CNMV Code of Good Governance, ensures that it will establish clear protocols and procedures to regulate business relations and will also establish a "board of directors" "it works well and that it serves to represent the interests of all shareholders. "
The powers and objectives of Minor in NH
- Thai Stock Exchange.Minor is listed there and reaches a capitalization of about 4,500 million euros.In 2017, it received 58,600 millions of Thai baths (about 1,500 million euros) .The profits amount to 145 million euros and are present in 40 countries.In Europe, it is in Portugal, at United Kingdom, Poland, Slovakia and Romania.
- Control. Minor's mission is to control a little more than half of the capital: between 51% (seven points more than what he already has ) and 55% This would involve the disbursement of about 1 400 million euros.The company, in any case, keeps the possibility that the offer triumphs its objectives and has prepared the necessary financing In term, 73.5% of the capital is marked.To finance the purchase, it will issue a senior debt.If this is not enough, it will sell perpetual bonds and will even open the door to financial partners.
- Calendar. On August 9, Minor will approve the launch of the OPA on NH. Market sources estimate that the supervisor will approve the offer brochure on the Spanish group late August or early September. Then the acceptance period will start from a minimum of 15 calendar days and a maximum of 70 days. NH's board of directors has 10 days to rule on its position on the offer since the beginning of the acceptance
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