According to a statement by the Portuguese Securities Market Commission (CMVM), Visabeira has launched a mandatory public offer for the acquisition of all shares representing the capital of Martifer as part of several agreements involving Visabeira, IM, and Mota-Engil.
The agreement stipulates the “launch of a general and mandatory public offer for the acquisition of all shares representing the capital of [Martifer], under which Visabeira commits to launching the offer in the terms and conditions of the preliminary announcement dated August 5, 2025 (fulfilling its own duty and replacing the duty of the other parties in the tripartite shareholder agreement, due to the attribution of more than 50% of Martifer’s voting rights to all of them).”
Another agreement within these operations is “a purchase and sale contract under which Black and Blue Investimentos, S.A. transfers 5,000,000 shares to Visabeira, thereby granting Visabeira ownership of shares representing 5% of Martifer’s capital, with physical and financial settlement on August 6, 2025 [today].” Carlos Martins serves as the chairman of Martifer.
A further development includes an “addendum to the purchase and sale promise contract executed on October 2, 2024, between IM and related entities/persons as promising sellers, and Visabeira as the promising buyer,” with Visabeira expected to “acquire, by April 30, 2026, shares representing 18% (instead of the previously anticipated 19%) of the company’s capital.”
The statement notes that as a result of these contracts, “Visabeira and IM are attributed, on the present date and under article 20, paragraph 1 of the CVM, a qualified participation corresponding to 85.5% of the company’s capital and voting rights, related to 85,500,000 company shares.”
The company further clarified that given “the existence of 2,215,910 treasury shares held by the company, corresponding to 2.2% of Martifer’s capital, the voting rights attributable to the parties of the tripartite shareholder agreement, as calculated for the mandatory launch of the offer, represent a total of 87.4% of the company’s voting rights, corresponding to the aforementioned participation totaling 85.5% of the group’s capital.”
Martifer recalled that “Carlos Manuel Marques Martins and Jorge Alberto Marques Martins (directors of IM and Martifer) are the majority shareholders of IM, holding 48% and 50% of its capital, respectively.”
Visabeira Indústria SGPS has launched a public offer for all shares representing the capital of Martifer – SGPS.
In the preliminary announcement of this offer, published by the CMVM, Visabeira states that the offer is general and mandatory as a result of an agreement with I’M – SGPS and Mota-Engil, SGPS regarding the terms and conditions that should govern their relationships as shareholders of the targeted company.
The consideration offered per share “is equal to or slightly higher than the weighted average price of the shares traded in a regulated market in the six months immediately preceding the date of publication of this preliminary announcement (i.e., €2.057 per share, rounded up if necessary to the nearest cent for each shareholder).”
