The Spanish Securities Commission (CNMV) has authorised the voluntary public takeover bid by NEINOR DMP BIDCO, S.A.U. for AEDAS HOMES, S.A., offering EUR 21.335 per share in cash for all 43.7 million shares. The bid is conditional on acceptance of at least 32,775,001 shares (75% of the share capital), a condition expected to be satisfied through Castlelake’s irrevocable commitment to tender its 79.02% stake. As a voluntary offer, the price is not subject to the “equitable price” rules under Article 110 of the Securities Market Law and Investment Services and Article 9 of the Royal Decree on takeover bids. However, because the 79.02% stake sale was agreed at this non-equitable price, Neinor would be required to launch a subsequent mandatory bid if acceptances represent less than 50% of Aedas’s voting rights excluding Castlelake’s, with that mandatory offer envisaged as a cash bid at an equitable price, without conditions, for the full share capital excluding any shares already held by the offeror. Neinor has indicated it would submit such a mandatory bid at EUR 24 per share, subject to CNMV authorisation if and when that mandatory bid is filed. If the acceptance level meets the squeeze-out thresholds (90% of voting share capital and 90% of voting rights targeted), Neinor would require a compulsory sale at the current offer price and the shares would be delisted upon settlement. The offer is backed by a blocked cash deposit of EUR 500,000,000 at Banco Santander and two guarantees totalling EUR 432,339,500 issued by Banco Santander and BBVA. The acceptance period will be 15 calendar days starting on the stock market business day following publication of the first announcement containing the essential terms of the offer, and it will end on a stock market business day. The prospectus and supplementary documents will be available in CNMV public registers at least from that same stock market business day.
Spanish Securities Commission (CNMV) 2025-11-26
Spanish Securities Commission authorises Neinor’s voluntary cash bid for Aedas Homes at EUR 21.335 per share
The Spanish Securities Commission (CNMV) has authorized NEINOR DMP BIDCO, S.A.U.'s voluntary public takeover bid for AEDAS HOMES, S.A., offering EUR 21.335 per share for all 43.7 million shares. The bid requires at least 75% acceptance, supported by Castlelake's commitment to tender its 79.02% stake. If acceptances fall below 50% of voting rights excluding Castlelake’s, Neinor must launch a mandatory bid at EUR 24 per share, subject to CNMV approval.