European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

<ul>
<li>Spain’s Ministry of Economy has validated the CNMC’s conditional approval of Bondalti’s €3.505/share bid, removing all regulatory risk and shifting the focus entirely to CNMV processing, acceptance, and deal execution.</li>
<li>Ercros’s deteriorating fundamentals and thin liquidity heighten shareholder-acceptance uncertainty; ~75% tender is required, while prior minority opposition and elevated trough-cycle multiples complicate the risk-reward despite regulatory de-risking.</li>
<li>With shares at €3.30, the spread has compressed to ~6%, offering a short-dated carry trade with a 45–55% annualised IRR if settlement occurs by February 2026, versus a €2.56 break.</li>
</ul>


Spain’s Ministry of Economy has validated the CNMC’s conditional approval of Bondalti’s €3.505/share bid, removing all regulatory risk and shifting the focus entirely to CNMV processing, acceptance, and deal execution.
Ercros’s deteriorating fundamentals and thin liquidity heighten shareholder-acceptance uncertainty; ~75% tender is required, while prior minority opposition and elevated trough-cycle multiples complicate the risk-reward despite regulatory de-risking.
With shares at €3.30, the spread has compressed to ~6%, offering a short-dated carry trade with a 45–55% annualised IRR if settlement occurs by February 2026, versus a €2.56 break.


Bondalti-Ercros: From Regulatory Clearance to Shareholder Countdown

<ul>
<li>CNMC approval with commitments de-risks the regulatory leg, shifting focus to shareholder acceptance and the Ministry’s decision; the spread has compressed but still offers short-dated, event-driven upside.</li>
<li>Ercros’s weak H1 performance and cyclical trough distort multiples; the €3.505 offer equates to ~9x EBITDA today but nearer 6× on normalized levels, consistent with control transaction benchmarks.</li>
<li>Base-Case IRR exceeds 100% annualized if settled by December; downside anchored by €2.56 break price, while any price bump toward €4.40 adds optionality without being part of the base case.</li>
</ul>


CNMC approval with commitments de-risks the regulatory leg, shifting focus to shareholder acceptance and the Ministry’s decision; the spread has compressed but still offers short-dated, event-driven upside.
Ercros’s weak H1 performance and cyclical trough distort multiples; the €3.505 offer equates to ~9x EBITDA today but nearer 6× on normalized levels, consistent with control transaction benchmarks.
Base-Case IRR exceeds 100% annualized if settled by December; downside anchored by €2.56 break price, while any price bump toward €4.40 adds optionality without being part of the base case.


Ercros: Regulatory Green Light, Shareholder Hurdles Ahead

<ul>
<li>With Esseco gone, Bondalti’s €3.505/share bid is the last one standing — but CNMC Phase II remedies and 27% minority opposition keep the deal far from a done reaction.</li>
<li>Our €4.40/share control value could tip the Board toward acceptance, closing the 75% threshold gap and delivering IRRs that make the deal chemistry far more attractive to arb capital.</li>
<li>Regulatory timing points to a late-Oct to early-Dec settlement window; remedy talks could delay. IRR skew remains compelling if Bondalti sweetens, but downside risk sits at the €2.56 break.</li>
</ul>


With Esseco gone, Bondalti’s €3.505/share bid is the last one standing — but CNMC Phase II remedies and 27% minority opposition keep the deal far from a done reaction.
Our €4.40/share control value could tip the Board toward acceptance, closing the 75% threshold gap and delivering IRRs that make the deal chemistry far more attractive to arb capital.
Regulatory timing points to a late-Oct to early-Dec settlement window; remedy talks could delay. IRR skew remains compelling if Bondalti sweetens, but downside risk sits at the €2.56 break.


Ercros – Takeover Update and Scenario Analysis

<ul>
<li>Regulatory Scrutiny: The CNMC has launched Phase II investigations into both Bondalti’s and Esseco’s takeover bids for Ercros due to competition concerns, potentially delaying or complicating the acquisition process.</li>
<li>Market Sentiment: With Ercros trading at €2.81, well below Esseco’s €3.745 bid, the gross spread of 33.3% and 20.5% deal probability indicate skepticism about the takeover’s success.</li>
<li>In 2024, Ercros reported €667.4 million in sales, €29.4 million EBITDA, and a €11.7 million net loss, reflecting economic headwinds that could influence shareholders' decisions on the competing takeover offers.</li>
</ul>


Regulatory Scrutiny: The CNMC has launched Phase II investigations into both Bondalti’s and Esseco’s takeover bids for Ercros due to competition concerns, potentially delaying or complicating the acquisition process.
Market Sentiment: With Ercros trading at €2.81, well below Esseco’s €3.745 bid, the gross spread of 33.3% and 20.5% deal probability indicate skepticism about the takeover’s success.
In 2024, Ercros reported €667.4 million in sales, €29.4 million EBITDA, and a €11.7 million net loss, reflecting economic headwinds that could influence shareholders' decisions on the competing takeover offers.


Ercros Takeover Battle: Regulatory Hurdles and Market Skepticism

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>
<a href="https://www.smartkarma.com/entities/sun-corp" target="_blank" data-smartkarma-citation="entities:10803:1" rel="noopener">Sun Corp (6736 JP)</a> is a clear value play. But it's not as cheap to <a href="https://www.smartkarma.com/entities/cellebrite-di-ltd" target="_blank" data-smartkarma-citation="entities:37102:1" rel="noopener">Cellebrite (CLBT US)</a> as it was  last month. The trade is a net long position</li>
<li>As <a href="https://www.smartkarma.com/entities/swire-pacific-ltd-cl-a" target="_blank" data-smartkarma-citation="entities:10433:1" rel="noopener">Swire Pacific (A) (19 HK)</a> plumbs new 12-month lows for its NAV discount and implied stub, Swire's B shares have significantly outperformed the As over the past month.</li>
<li>
<a href="https://www.smartkarma.com/entities/shandong-hi-speed-holdings-gro" target="_blank" data-smartkarma-citation="entities:10356:1" rel="noopener">Shandong Hi-Speed (412 HK)</a> is a bubble. High shareholder concentration is still likely present, and the stock is getting squeezed. SHP is a short. Once it starts to turn.</li>
</ul>



Sun Corp (6736 JP) is a clear value play. But it's not as cheap to Cellebrite (CLBT US) as it was  last month. The trade is a net long position
As Swire Pacific (A) (19 HK) plumbs new 12-month lows for its NAV discount and implied stub, Swire's B shares have significantly outperformed the As over the past month.

Shandong Hi-Speed (412 HK) is a bubble. High shareholder concentration is still likely present, and the stock is getting squeezed. SHP is a short. Once it starts to turn.


Last Week In Event SPACE: Sun Corp/Cellebrite, Swire, Shandong Hi-Speed, PRC Rural Bank Delistings

Spain

Ercros SA is an industrial company focused on the manufacture and sale of chemical and pharmaceutical products. It is listed on the Spanish Stock Exchange.  The company is divided  into three areas of activity: a business strategic unit, the intermediate chemicals division, and the pharmaceuticals division. Ecros serves clients worldwide.

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Ercros (ECR SM)

Bondalti-Ercros: From Regulatory Clearance to Shareholder Countdown

Bondalti’s bid for Ercros is fully cleared. Only shareholder acceptance remains. A 6% spread offers short-dated carry into early 2026, but...

Jesus Rodriguez Aguilar

Ercros: Regulatory Green Light, Shareholder Hurdles Ahead

CNMC clears Bondalti’s Ercros bid with remedies; focus shifts to acceptance and timing. Trough earnings inflate multiples, but >100% IRR keeps ECR...

Jesus Rodriguez Aguilar

Ercros – Takeover Update and Scenario Analysis

Esseco’s exit leaves Bondalti alone in the Ercros bid. Board buy-in likely needs €4.40/share. CNMC remedies loom; IRR skew attractive if sweetened,...

Jesus Rodriguez Aguilar

Ercros Takeover Battle: Regulatory Hurdles and Market Skepticism

CNMC launches Phase II investigations into Bondalti and Esseco's takeover bids for Ercros over competition concerns, casting doubt on acquisition...

Jesus Rodriguez Aguilar

Last Week In Event SPACE: Sun Corp/Cellebrite, Swire, Shandong Hi-Speed, PRC Rural Bank Delistings

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

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52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Bondalti-Ercros: From Regulatory Clearance to Shareholder Countdown

Bondalti’s bid for Ercros is fully cleared. Only shareholder acceptance remains. A 6% spread offers short-dated carry into early 2026, but...

Jesus Rodriguez Aguilar

Ercros: Regulatory Green Light, Shareholder Hurdles Ahead

CNMC clears Bondalti’s Ercros bid with remedies; focus shifts to acceptance and timing. Trough earnings inflate multiples, but >100% IRR keeps ECR...

Jesus Rodriguez Aguilar

Ercros – Takeover Update and Scenario Analysis

Esseco’s exit leaves Bondalti alone in the Ercros bid. Board buy-in likely needs €4.40/share. CNMC remedies loom; IRR skew attractive if sweetened,...

Jesus Rodriguez Aguilar

Ercros Takeover Battle: Regulatory Hurdles and Market Skepticism

​CNMC launches Phase II investigations into Bondalti and Esseco's takeover bids for Ercros over competition concerns, casting doubt on acquisition...

Jesus Rodriguez Aguilar

Last Week In Event SPACE: Sun Corp/Cellebrite, Swire, Shandong Hi-Speed, PRC Rural Bank Delistings

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

CNMC launches Phase II investigations into Bondalti and Esseco's takeover bids for Ercros over competition concerns, casting doubt on acquisition...