The National Industrial Participation Company (SEPI), the state investment arm reporting to the Ministry of Finance, asked for time from the rest of Indra’s shareholders and their representatives on the board of directors before giving the definitive yes to the company’s buyout operation. … family business of the president, Ángel Escribano. As ABC has learned from sources close to the company’s highest governing body, the public body –Largest shareholder of Indra with 28% of the capital– wants to make the appropriate decision both on the purchase price of Escribano Mechanical & Engineering (EM&E) and on the precise moment and to do this, he informed them of the need to know the 2025 accounts of the two companies. According to the same sources, after the SEPI’s request, a priori, the operation would be postponed at least until the end of the first quarter of 2026, as this newspaper had already reported.
In any case, what the public body already has is the commitment of the president of Indra and his brother, Javier Escribano -president of the family group- who, if the merger were carried out, between them they would never have more stake in Indra than the State currently has. And if the valuation exceeded 1.5 billion euros, which would give them a stake greater than this 28%, they would be selling a lot of shares such that it would place them at most around 25%, which would allow them to finance the small debt of their family business.
SEPI is represented in the Indra’s advice with three exclusive representatives: former socialist minister Miguel Sebastián, Antonio Cuevas, former PSOE deputy from Seville from 1986 to 2011 and Juan Moscoso del Prado, former socialist deputy from Navarra between 2004 and 2016.
However, the evidence conflict of interest this involves the integration of the company of the president of Indra with 14% in the Spanish multinational – this is why the two Escribano brothers abstained from being present in the negotiations for the possible merger led by the CEO, José Vicente de los Mozos – led the management of the Defense and Security company itself to create an ‘ad hoc’ commission that would analyze an operation valued between 1,000 and 2,000 million euros.
The report of the ad hoc committee on strategic fit was prepared in light of the analysis carried out by Indra’s management team and after taking into account the contributions and conclusions of the company’s external advisors, Renaissance Strategic Advisors and Oliver Wyman.
Precisely, yesterday, the directors of Indra – gathered to analyze the progress of the possible acquisition of EM&E – informed the CNMV that “without the assistance of the directors concerned by a conflict of interest, in light of the reports of the management team, the ‘ad hoc’ commission and the independent advisors engaged in this regard concerning the strategic adequacy of a possible operation between Indra and EM&E, it was unanimously agreed that said possible operation is consistent with the strategy of Indra.”
However, in said declaration to the supervisory body, the company clarified that “This agreement does not imply or provide for the approval of any transaction. Nor does it condition any type of formula that could be adopted nor any of its economic terms, which have not yet been evaluated by the Board of Directors” and that “after this agreement, the company and its respective teams and social bodies will continue the analysis of the rest of the relevant aspects of the potential operation”.
Logical synergies
This operation, according to the sector experts consulted, aims to give muscle to the listed industry, which already manufactures and develops innovative solutions in defense and security in radars and electronic systems, even if its ground vehicle capabilities They are limited. Escribano, on the other hand, specializes in weapon turrets for combat vehicles and would be the perfect travel companion.
The notaries are confident in the success of the operation even if it’s postponed beyond the last council of the year, when in principle it was planned to give the green light. In fact, De los Mozos recently assured that this would be done “in the time necessary so that no one doubts that it is good for the shareholders.” At the same time, in the same spirit, Joseph Oughourlian – with 7.24% of Indra through his Amber Capital fund – declared that this should have been done “a long time ago”.
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