European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

Indra Sistemas, S.A. offers information technology products and services.  The Company offers systems integration and outsourcing services, installs railway management and ticketing systems, installs road traffic toll and signaling systems, constructs satellite communications systems, manufactures radar air defense systems, and installs insurance management systems.

<ul>
<li>Indra's potential merger with Escribano aims to strengthen its industrial base for future European defense programs, but governance concerns and shareholder dilution risks are creating significant market uncertainty.</li>
<li>The transaction’s structure is critical: a pure share swap would preserve Indra’s balance sheet health, while a heavy cash component could raise leverage dangerously, approaching 3.4x net debt/EBITDA.</li>
<li>Event-Driven investors should de-risk ahead of the April 30 board meeting, monitor deal terms closely, and prepare to pivot based on the merger’s financing structure, governance safeguards, and strategic fit.</li>
</ul>


Indra's potential merger with Escribano aims to strengthen its industrial base for future European defense programs, but governance concerns and shareholder dilution risks are creating significant market uncertainty.
The transaction’s structure is critical: a pure share swap would preserve Indra’s balance sheet health, while a heavy cash component could raise leverage dangerously, approaching 3.4x net debt/EBITDA.
Event-Driven investors should de-risk ahead of the April 30 board meeting, monitor deal terms closely, and prepare to pivot based on the merger’s financing structure, governance safeguards, and strategic fit.


Building the Arsenal: Indra’s Possible Merger with EM&E

Biotage AB focuses on life sciences research. The Company provides technologies and solutions in the areas of genetic analysis and medicinal chemistry. Biotage's customers include pharmaceutical companies, biotech companies, and academic institutes. The Company has offices in several European countries, the United States, and Japan.

<ul>
<li>Gross spread is 2.62%, implying a solid annualized return of ~22.0% assuming a June closing—an attractive profile given the minimal regulatory and financing risks.</li>
<li>The market is pricing in a ~93.2% probability of deal success, reflecting strong confidence driven by Board support, substantial shareholder backing (36% aligned), and the absence of antitrust red flags.</li>
<li>Challenging but feasible threshold: requires 84.3% of free flaot to tender to reach the 90% acceptance condition and enable squeeze out.</li>
</ul>


Gross spread is 2.62%, implying a solid annualized return of ~22.0% assuming a June closing—an attractive profile given the minimal regulatory and financing risks.
The market is pricing in a ~93.2% probability of deal success, reflecting strong confidence driven by Board support, substantial shareholder backing (36% aligned), and the absence of antitrust red flags.
Challenging but feasible threshold: requires 84.3% of free flaot to tender to reach the 90% acceptance condition and enable squeeze out.


Lab Tested, Market Approved: KKR’s Biotage Bid Under the Microscope

Banco de Sabadell SA attracts deposits and offers commercial banking services. The Bank offers mortgage, consumer, student, and building improvement loans, private banking services, and insurance, and sponsors Visa credit cards.  The Bank operates branches throughout Spain, elsewhere in Europe, the Caribbean, the Americas, and Asia.

<ul>
<li>The CNMC is expected to approve the deal with mild remedies, reducing regulatory uncertainty; however, a potential Phase 3 review by the government could delay timing and introduce political risk.</li>
<li>Sabadell’s standalone defense is robust, anchored in increased dividends, buybacks, and 14%+ RoTE guidance, which have helped reposition the bank as a viable independent alternative in the market.</li>
<li>The offer’s gross spread has turned negative, reflecting investor skepticism about deal success or expectations of an improved offer; the lack of a premium currently weakens BBVA’s negotiating leverage.</li>
</ul>


The CNMC is expected to approve the deal with mild remedies, reducing regulatory uncertainty; however, a potential Phase 3 review by the government could delay timing and introduce political risk.
Sabadell’s standalone defense is robust, anchored in increased dividends, buybacks, and 14%+ RoTE guidance, which have helped reposition the bank as a viable independent alternative in the market.
The offer’s gross spread has turned negative, reflecting investor skepticism about deal success or expectations of an improved offer; the lack of a premium currently weakens BBVA’s negotiating leverage.


BBVA Faces Resistance at the Vault with CNMC’s Verdict Looming

Grifols S.A. develops, manufactures, and markets plasma derivatives, IV Therapy, enteral nutrition, diagnostic systems, and medical materials.

<ul>
<li>Since mid-March, amid sessions of significant volatility, share-price spreads have generally tightened across the European liquid universe of ordinary and preferred shares, with 10 tightening and 9 widening.</li>
<li>The discount of Grifols B has widened although Brookfield is again knocking at the door; Handelsbanken B shares trade at 48% premium to A shares. </li>
<li>Recommended trades long preferred/short ords: Atlas Copco, Grifols. Recommended trades long ordinary / short preferred shares: Henkel, SSAB Svenska Stal.</li>
</ul>


Since mid-March, amid sessions of significant volatility, share-price spreads have generally tightened across the European liquid universe of ordinary and preferred shares, with 10 tightening and 9 widening.
The discount of Grifols B has widened although Brookfield is again knocking at the door; Handelsbanken B shares trade at 48% premium to A shares. 
Recommended trades long preferred/short ords: Atlas Copco, Grifols. Recommended trades long ordinary / short preferred shares: Henkel, SSAB Svenska Stal.


Liquid Universe of European Ordinary and Preferred Shares: April '25 Report

De La Rue plc group specializes in the supply of cash handling equipment and security products.  The Company produces approximately 150 national currencies, electric transaction solutions and identity systems.  Their various security items include stamps, vouchers, passports, travelers checks, drivers licenses and ATM mechanisms, as well as security papers, threads and tear tapes.

<ul>
<li>Atlas’s offer for perennial takeover target <a href="https://www.smartkarma.com/entities/de-la-rue-plc" target="_blank" data-smartkarma-citation="entities:21901:1" rel="noopener">De La Rue PLC (DLAR LN)</a> is underpinned by a historic brand, strong order book, and post-sale cash buffer, with pension resolution and execution certainty.</li>
<li>The £263m all-cash bid implies a 12.47x EV/EBITDA multiple, offering shareholders a 130p exit, cum-dividend, strong execution certainty, and over 40% committed shareholder support.</li>
<li>With 91.7% market-implied completion probability and an annualized return of 4.5% at 128.5p, the deal presents an attractive, de-risked arbitrage opportunity with limited downside and credible upside closure.</li>
</ul>


Atlas’s offer for perennial takeover target De La Rue PLC (DLAR LN) is underpinned by a historic brand, strong order book, and post-sale cash buffer, with pension resolution and execution certainty.
The £263m all-cash bid implies a 12.47x EV/EBITDA multiple, offering shareholders a 130p exit, cum-dividend, strong execution certainty, and over 40% committed shareholder support.
With 91.7% market-implied completion probability and an annualized return of 4.5% at 128.5p, the deal presents an attractive, de-risked arbitrage opportunity with limited downside and credible upside closure.


A Note-Worthy Exit: Atlas Takes Over De La Rue

Jesús is an Insight Provider (Event-driven) on the Smartkarma network, where he looks across sectors at opportunities arising from securities mispricing (both credit and equity), share classes, bid announcements, prospective bids, and special situations. He has served as Economic and Business Advisor at the Spanish Congress in Madrid. Prior to that, he has worked in the City of London: as a Credit Analyst at Bloomberg; Event-driven associate at former boutique European Research; and doubled as Special Situations and Equity-linked VP (convertible bonds) at Merrill Lynch. Jesús has an MBA from the London Business School, a BA (Hons.) degree in Economics from the Complutense University in Madrid, and a BA (Hons.) in Law from U.N.E.D., also in Madrid.

Jesus Rodriguez Aguilar
European Event-Driven Analyst

Building the Arsenal: Indra’s Possible Merger with EM&E

Indra eyes Escribano to boost defense capabilities, but governance risks and potential dilution loom. Investors must watch April 30 for deal terms...

Jesus Rodriguez Aguilar

Lab Tested, Market Approved: KKR’s Biotage Bid Under the Microscope

KKR’s SEK 145 cash bid for Biotage offers a 60% premium, high deal certainty, and 22% annualized return potential. Squeeze-out hinges on 84% of...

Jesus Rodriguez Aguilar

BBVA Faces Resistance at the Vault with CNMC’s Verdict Looming

BBVA’s hostile bid for Sabadell faces regulatory, political, and market hurdles. As the CNMC decision nears, I analyze deal economics, timing, and...

Jesus Rodriguez Aguilar

Liquid Universe of European Ordinary and Preferred Shares: April '25 Report

Since mid-March, with sessions of massive volatility, share-price spreads have generally tightened across European liquid universe of ordinary and...

Jesus Rodriguez Aguilar

A Note-Worthy Exit: Atlas Takes Over De La Rue

Atlas offers 130p per share for De La Rue, unlocking value from a historic banknote maker through pension de-risking, operational upside, and the...

Jesus Rodriguez Aguilar