Takeover bid
Information related to takeover bid for 100% of the Ercros' share capital
Frequently asked questions about the takeover
The Bondalti Offer price is 3,505 euros/share.
From February 12, 2026 to March 13, 2026, both inclusive.
If you decide not to go to the takeover bid, you don't have to do anything.
If you do not participate in the takeover bid, your shares can only be transferred to the offeror and excluded from negotiation if the takeover bid reaches the acceptance threshold of 90% of the share capital and Bondalti exercises its right of forced sale. In this case, Bondalti will acquire your shares at the takeover price of 3,505 euros/share.
If you wish to accept the Bondalti Offer (3,505 euros / share), you must go to your depositary entity and indicate your acceptance in writing, you have until March 13, 2026.
In July 2024, a group of around 150 shareholders, holders of approximately 27% of the share capital of Ercros, informed the Company of their irrevocable will not to accept the takeover bid.
The board of directors is not aware that any of the previous shareholders have changed their minds.
You can consult this commitment in the communication of inside information from Ercros to the National Securities Market Commission ("CNMV").
The Offer is subject to a minimum acceptance of more than 50% of the share capital of Ercros. If Bondalti does not obtain this percentage, the Offer will decline and the acquisition of any of the shares will not occur.
If an acceptance occurs within these thresholds (between 50% and 90%), Bondalti will not be able to exercise the right of forced sale and must formulate a new offer to exclude Ercros shares from trading in accordance with the terms provided by law and at a price that will be the greater of (i) the equitable price, which will be, after the settlement of the Offer, at least the same price as the current Offer of 3,505 euros / share; and (ii) the one resulting from taking into account the methods contained in the regulations at that time.
On February 19, the board of directors issued an unfavorable opinion on Bondalti's takeover bid by majority, although two directors expressed a favorable opinion on the Offer.
Likewise, the three board members who are shareholders of Ercros declared their unanimous intention not to sell their shares.
You can consult the full opinion of the board with annexes I (opinion of the financial advisor) and II (report of the workers' representation) in the report of the board of directors and in the related press release.
If the takeover bid were successful and Bondalti took control of Ercros, the company would be integrated into the business organization chart of the José de Mello Group, a conglomerate whose main business is not chemicals.
According to the takeover prospectus, Bondalti plans to modify the group's financial structure. Likewise, the current dividend policy at Ercros will change and will reduce dividend distributions among shareholders in response to strategic and financial considerations.
The CNMV has not commented on the matter. Bondalti declared in its request for authorization of the takeover bid that it would request from the CNMV this validation of the Offer price as equitable and suitable for exclusion. However, when authorizing the takeover bid, the CNMV has indicated that the price has been freely set by Bondalti and has not been submitted to said commission for consideration as an equitable price.
Takeover bid on Ercros
On March 5, 2024, the Portuguese company Bondalti Ibérica launched an unsolicited takeover bid for 100% of Ercros at EUR 3.60 per share, later reduced to EUR 3.505 following dividend payments. The National Commission for Markets and Competition (CNMC in Spanish) began the second phase of its review on December 18, after identifying risks in the caustic soda and sodium hypochlorite markets, and concluded it on October 30, 2025, subject to compliance with certain commitments. This decision became final on November 24 after passing the review of the Ministry of Economy, Trade and Enterprise.
On February 10, 2026, the National Securities Market Commission (CNMV) published the takeover prospectus after its analysis and communicated the approval of the operation, which subjects the offer to a vote among Ercros shareholders. The bid is conditional on achieving acceptance of more than 50% of the share capital.
On February 19, 2026, the board of directors of Ercros issued an unfavourable opinion on Bondalti’s takeover bid.
Meanwhile, on August 11, 2025, the Italian company Esseco announced that it was withdrawing the takeover bid it had submitted, citing the conditions imposed by the CNMC for its authorization.
All public documents on the takeover bid
The translation of some official documents has been performed using automatic means. In case of discrepancy, the Spanish one is the version that prevails.