The Institute of Directors-Administrators calls for a takeover bid for 100% of Indra

MADRID, 27 Jun. (EUROPA PRESS) -

The Institute of Directors-Administrators (IC-A) has claimed that the Administration -referring to the public holding company SEPI- and the other two shareholders who allegedly acted in coordination at the general meeting of shareholders of Indra, SAPA Placencia and Amber Capital, launch a Public Acquisition Offer (OPA) for 100% of the capital of the technology and defense company.

The IC-A, an independent association made up of directors and administrators of Spanish companies, has also asked the Board of Directors to request the takeover bid if the offer is not received.

The institution has published a statement in which it highlights some points of what the good governance of a company in Spain should be and why these lead to this acquisition attempt being made to comply, in its opinion, with the standards of good government.

The IC-A has highlighted the exceptional nature of its intervention and has attributed it to the "national and international uproar of national and international investors, voting advisors and others related".

Last Thursday, four independent directors were dismissed at the request of Amber Capital with the support of votes from the State Industrial Participation Company (SEPI) and Sapa Placencia. These votes were also used to reject the renewal of the independent Isabel Torremocha.

The National Securities Market Commission (CNMV) has assured that it will investigate and request information about what happened to rule out the existence of a concerted action between the three shareholders. If the contrary is determined, having more than 30% of the capital, they would be obliged to launch a takeover bid for the technology company.

The Institute has also been critical of Indra's chairman, Marc Murtra, having a casting vote on the board and of the election of Jokin Aperribay as proprietary director, despite the rejection of the appointments committee.

In addition, he has called it "bad practice" that there are not enough independent directors on the committees and has suggested hiring an external company so that the new directors with this category are free from questions about their possible independence.

Lastly, he recalled that the version of the independent directors who have been dismissed, those who have not been renewed and those who have resigned voluntarily must be published on the company's website.

"It is everyone's responsibility: the supervisor, listed companies, the Administration, the shareholders, the directors and, in short, the agents in the sector, to ensure that the Spanish capital market is attractive to investors," adds the entity at the end of its release.