The Portuguese Securities Commission (CMVM) has confirmed that Visabeira Indústria SGPS, S.A.’s planned acquisition of a stake in Martifer, SGPS, S.A. does not require the launch of a mandatory public takeover bid, even if voting rights are attributable to the parties under the relevant agreements. The CMVM found that the contractual arrangements do not give Visabeira the power to exert dominant influence over Martifer, so the legal conditions that would trigger a takeover bid are not met. The assessment relates to a promise sale and purchase agreement signed on 2 October 2024 for 24 million Martifer shares, alongside a shareholders’ agreement governing voting. Post-transaction, I’M — SGPS, S.A. would retain 24,087,802 shares (24.09% of capital and 24.63% of voting rights) and Visabeira would acquire 24,000,000 shares (24% of capital and 24.54% of voting rights), with the combined holding exceeding one-third of voting rights. While the CMVM identified clauses implying coordinated voting on key matters, the agreement requires votes to follow I’M’s position, leaving Visabeira unable to override it; accordingly, voting rights corresponding to 49.18% were attributed to I’M for Securities Code purposes. Share transfer restrictions were considered symmetrical and not indicative of Visabeira being able to impose its will, and the remaining sellers were treated as subordinated to I’M under the agreement and expected to sell their holdings to Visabeira. Visabeira remains subject to ongoing obligations under the Securities Code to notify the CMVM immediately of any increase in voting rights of more than one percentage point versus the previously communicated position and to launch a general takeover bid if it comes to hold the power to exert dominant influence over Martifer. The CMVM’s decision was conditional on submission of the duly signed amended shareholders’ agreement and took effect upon that submission.
Portuguese Securities Commission (CMVM) 2025-06-26
Portuguese Securities Commission rules Visabeira’s entry into Martifer does not trigger a mandatory takeover bid
The Portuguese Securities Commission (CMVM) determined that Visabeira Indústria SGPS, S.A.'s acquisition of a stake in Martifer, SGPS, S.A. does not require a mandatory public takeover bid, as Visabeira lacks dominant influence. Despite clauses suggesting coordinated voting, Visabeira cannot override I’M — SGPS, S.A.'s position, which holds 49.18% of voting rights. Visabeira must notify the CMVM of significant voting rights changes and launch a takeover bid if it gains dominant influence.