Naturgy Energy Group sits in a careful hold as potential buyers weigh a complete acquisition. The investment arm of a prominent Catalan foundation and a United Arab Emirates energy group are quietly weighing a joint strategy to gain control of the largest gas company and the third largest electricity supplier in Spain. Since discussions began, Naturgy’s shares have moved higher over roughly a month, reflecting investor expectations about a possible shift in ownership and strategy.
At the outset of talks, Naturgy carried a market value a little over 20 billion euros. The Emirati partner signaled interest alongside a leading European private equity consortium, aiming to secure a combined stake that would consolidate control. Share prices closed the initial affected session near 20.82 euros, before any deal details were announced, signaling investors anticipate a premium if an agreement materializes.
Following the early rally, investors watched the market value Naturgy at about 24.2 billion euros by the close of a recent week. The stock hovered near the 25-euro mark, with brief intraday runs above that level in the near term, underscoring ongoing volatility as talks progress and potential governance changes loom on the horizon.
Analysts have begun to consider whether a premium of around two billion euros could be added to the bid as discussions continue. The proposed plan envisions a coordinated move to acquire the company outright and then establish a governance framework that would enable the buyers to manage the business in partnership, aiming to deliver a stronger, more integrated long-term strategy. A generous premium would be directed at convincing minority holders and strategic partners to exit their stakes as part of the transaction.
Market chatter has floated a possible valuation near 27 euros per share, which would lift Naturgy’s overall value to roughly 26.2 billion euros. That figure would sit well above the current trading range and mark a significant step up from today’s capitalization, reflecting expectations of a transformative deal and a new governance model under a stronger consolidated owner base.
CriteriaCaixa’s active role in future ownership and management structure is seen as essential for regulatory clearance, given Naturgy’s strategic importance to Spain’s energy security. The plan contemplates increasing CriteriaCaixa’s stake beyond its current level, while discussions have not fixed how much influence each party might hold if the deal progresses. Whether the parties end up with equal stakes remains uncertain as negotiations continue to shape a balanced, enforceable partnership.
Under the contemplated arrangement, the exit of the current minority partners would be pursued, with the stake held by major funds likely to be redistributed as part of the sale. It is also unclear whether other significant minority holders, including a large Australian fund and a North African energy producer, would join the bid or maintain independent positions as the deal evolves. The outcome depends on how the consortium aligns strategic priorities, risk tolerance, and long-term commitments to Spain’s energy landscape.
Government scrutiny remains a central factor in any potential agreement. Officials have signaled that Emirati participation would need clear alignment with national interests and a credible industrial plan. In Spain, the anti-takeover framework requires formal approval for major foreign stake buildups in sectors deemed strategic, and authorities would set conditions to preserve national control over critical assets. The aim is to ensure that any takeover supports domestic energy resilience while enabling sustainable growth and competitive pricing for consumers.
Historically, Spain has used protective measures to shape inbound stakes in strategic assets. For Naturgy, the process could include commitments to maintain headquarters and primary operations within Spain, continue investments in renewables, and uphold a strong workforce at home. Financial discipline, such as preserving investment-grade debt levels and managing distributions, would also be expected as part of any formal agreement. Similar guardrails are anticipated to accompany the participation of the consortium should it proceed with full consolidation of Naturgy’s ownership.
The unfolding discussions touch on broader questions about balancing investor objectives with national energy strategy. If a final deal comes together, it would reshape not only Naturgy’s governance but also Spain’s approach to energy supply, investment, and long-term planning for renewables, grid stability, and industrial employment. Stakeholders at every level will be watching closely as the parties negotiate terms, timelines, and the regulatory conditions that will determine whether such a historic shift can be realized without sacrificing national priorities.
In the meantime, Naturgy continues to operate as a leading gas and electricity provider, with a track record of delivering energy products and services across Spain and beyond. The company’s leadership will be evaluated against the backdrop of potential changes in control, while customers and employees await clarity on how any eventual ownership transition might influence operations, customer experience, and future investments in the country’s energy infrastructure.