Amber EquityCo, a joint venture of the ISQ and TDR private equity funds, has launched a counteroffer for Applus, the Spanish listed company known for testing, inspection, and certification services. The bid is aimed at securing European Commission clearance on foreign subsidies that distort the internal market, a hurdle that this counterbid must clear as it faces competition from Apollo Global Management, the U.S. fund.
In September, Amber unveiled an offer to acquire 100 percent of Applus at 9.75 euros per share, challenging Apollo’s offer at 9.50 euros per share that had appeared in late June. Earlier this year, Apollo raised its price to 10.65 euros per share, prompting Amber to respond with an increased proposal of 11 euros per share, valuing Applus at roughly 1.42 billion euros. Applus’s stock edged up slightly on a given Friday, with a year-to-date gain in the mid-teens. [Source: market briefings]
Amber has clarified that last Wednesday, March 13, it submitted its bid for clearance under the foreign subsidies regulation to the European Commission. Until the requisite authorization is granted, the offer cannot become effective. The company noted that the bid’s effectiveness is conditional on obtaining this clearance. [Source: regulatory filings]
According to a statement, on November 7, 2023, Amber sent the initial draft of the authorization request to the European Commission. After continuing discussions with the Commission about the draft, Amber formally submitted the full application on March 13, 2024, following the Commission’s guidance. [Source: briefing notes]
Amber added that it conditioned the bid’s effectiveness on obtaining the authorization because the failure to secure it could entail sanctions and reputational damage for Applus, for the group under Amber’s control, and for the funds managed or advised by them if the offer were to be completed without clearance. [Source: company disclosures]
Meanwhile, the CNMV announced mid-month that it had admitted the Amber bid for review, while stressing that this admission does not constitute a verdict on the authorization or any terms and conditions. Any decision will follow statutory timelines. [Source: CNMV statement]
Awaiting Brussels
Amber informed the CNMV that its offer has already secured competition clearances from several authorities, including the Brazilian Administrative Council for Economic Defense on October 31, 2023, the European Commission on December 1, 2023, the Saudi General Authority for Competition on December 17, 2023, the Nigerian Federal Competition and Consumer Protection Commission on January 8, 2024, and the Chilean Fiscalía Nacional Económica on January 19, 2024. [Source: competition authorities]
Additionally, Amber noted that certain other authorizations have become unnecessary or expired, including regions such as the United States, Canada, Colombia, Kuwait, China, and Angola. [Source: regulatory updates]
In related moves, the Spanish government’s cabinet, in its meeting on January 30, granted unconditional consent for Amber’s OPA under the current foreign investment rules. [Source: government communiqué]
Catalonia’s Renunciation
Amber stated that the bid was also conditioned on a formal acknowledgment from the Generalitat de Catalunya renouncing any rights it might exercise due to a potential indirect change of control at Idiada Automotive Technology and LGAI Technological Center should the offer be liquidated. Two communications from the Generalitat were received on September 8 and October 10, 2023, respectively. [Source: regional authorities]
Alongside this, Amber confirmed the explicit, unconditional waiver by Ireland’s National Transport Authority over any rights it might claim as a result of a potential indirect control shift within Applus Inspection Services Ireland Limited if the offer liquidates. This waiver was issued on November 8, 2023. [Source: regulatory filings]