Indra, a state-owned company, took a final step to close the impeachment process and a controversial change in the parliament and executive organization chart. After the change agreed in the last hours, Indra eliminates internal opposition from the board, maintaining the balance between independents and executives and private companies, thus achieving a fundamental goal: blocking the State from controlling 28 percent of the capital, having to initiate a takeover bid for 100% . In this way, Indra will be able to focus on the new strategic plan that will lead him to become a national champion and a relevant player in the European Defense industry. The company’s board of directors will submit a proposal on June 30 to place Prisa board secretary Pablo Jiménez de Parga as a special director representing Amber Capital. María Ángeles Santamaría Martín and Elena García Armada will also be proposed as independent directors. In this way, the female presence in the company’s board of directors rises to 37.5%.
Elena García Armada from Valladolid A Spanish industrial engineer, he is the founder and chairman of Marsi Bionics.A technology-based company born as a spin-off of CSIC, María Ángeles Santamaría Martín, also an industrial engineer, is the former CEO of Iberdrola.
Indra decided to expand its board of directors. Dealing with the entry of an Amber Capital fund representative into the board of directors (led by Joseph Ourghulian, chairman and major shareholder of Grupo Prisa), which owns more than 7% (7.2%) and will replace German Axel Arendt on the board of directors. He resigned last week after José Vicente de los Mozos was appointed as the new CEO.. Arendt’s resignation posed a serious problem for Indra, claiming that De los Mozos’ choice was “pressured by an extreme sense of urgency.” Arednt was on Indra’s board as an independent director, which was a key key in the company, as the proportion of independents on the board, the 50% broken by her departure and entry from Amber Capital, was one of the factors (perhaps most important) in Securities and This prevents the Exchange Commission (CNMV) from forcing Sociedad Estatal de Participaciones Industriales (Sepi), which controls 28% of the capital, to initiate a 100% takeover bid. This CNMV Indra opened an investigation Following the departure of some executives in June 2022, it concluded that “shareholders Sepi, Sapa, and Amber had proven to cooperate to bring about the layoffs,” despite not seeing sufficient indication that this was concerted action. If the Commission had confirmed, among other factors, that there was concerted action among representatives, accounting for more than 30% of the capital, to change the balance of the board of directors or the strategy of the company, Could have forced Sepi to initiate a takeover bid. Furthermore, the fact that 50% of directors are independent is in line with good governance advice and, above all, the agreement of Indra’s own board of directors in June last year.
These changes in council allow the company’s non-executive chairman, Marc Murtra, to take control of Indra, in which he owns 28% of the capital through State Sepi. Additionally, and to maintain this control, Indra’s chairman allows like-minded partners to avoid undesirable risks such as the State having to initiate a 100% takeover bid. Accordingly, the increase in the shareholding package of Amber Capital fund up to 7.2% (which can be up to 10%) has been increased by 3% of the Basque industrial firm Sapa, which increased from 5% to 8%, and also of the Madrid industrial company Escribano. with a margin of 10% and this rate can be extended up to 10%.
Indra is a national champion
Indra has had a very eventful few months, especially regarding the management of the company. Murtra’s arrival as president two years ago created a controversy. Strategic redefinition to make Indra a national champion A redefinition, or rather a revolution, in the shareholding that resulted in the abrupt departure of executives who had a more important role in the European defense industry and who also did not participate in the new direction of the company, and also (forcibly) farewell to former CEO Ignacio Mataix. Despite this, the market has backed Indra’s new plans, which has accumulated more than 60% gains in the stock market since Murtra’s arrival and has a capitalization of just over 2,000 million, well below other European national champions.