Benfica seeks permission to drop takeover bid for quoted subsidiary

Benfica seeks permission to drop takeover bid for quoted subsidiary

Benfica, Portugal's largest football club, has asked the country's securities markets commission, the CMVM, for permission to revoke the takeover bid it launched in November for its quoted sports management company, citing the effects of the Covid-19 pandemic, according to information released to the market.

"The revocation of the bid was already being discussed with the Securities Market Commission since the suspension of the national football championship - Liga NOS - became public knowledge on 12 March," reads the statement issued by Sport Lisboa e Benfica - Futebol SAD, the unit quoted on the Lisbon stock exchange, to the CMVM late on Tuesday.

The statement also states that the club had given up on the operation - which aimed to increase its stake in the quoted SAD - "in view of the changed circumstances determined by the pandemic associated with the new coronavirus, Covid-19, and its direct and indirect impacts."

Nevertheless, it goes on, Benfica still wants to comment in "a prior hearing" on the "draft rejection of the request for registration of the Offer that was communicated to it yesterday [Monday] by the CMVM, since it reiterates the full compliance of the Offer with all applicable legal provisions".

The CMVM had rejected the financing conditions communicated to it for the partial takeover bid, but Benfica disagrees with that decision and wants to state its case, even without intending to proceed with the operation.

The Benfica statement also says that on Monday, the day the CMVM suspended trading in the shares of the SAD, it had received from the commission "a request to provide information to the market after rumours appeared in the media about the outcome of the bid registration procedure and about the possible alternative use of the funds mobilised for the purpose ... to hire reinforcements for the football team."

According to the statement, the SAD had sold to the parent company shares in Benfica Estádio, with effect from 1 July, and "after several months of negotiations, Benfica SAD signed with Benfica Estádio, on 10 October 2019, a contract for the cessation of operation of the Estádio Sport Lisboa e Benfica [stadium], in which it revoked the previous contract for the use of the Estádio Sport Lisboa e Benfica signed in 2003."

It states that "the signing of this agreement allowed ... the adaptation of the contractual structure to the current relationship between Benfica SAD and Benfica Estádio [companies indirectly owned by Benfica and with no relationship between them] and the updating of the amounts to be paid, whose minimum annual value has not changed for about 15 years."

The new contract runs until 30 June 2041 and provides for annual payments of €4.5 million, plus a variable amount to be determined at the end of each SAD financial year, depending on its net result.

In total, the contract foresees payments of €94.5 million, but the parties agreed that there would be an advance payment of €62 million, corresponding to an overall discount of €32.5 million, corresponding to 34.5% of the total value of the deal.

Regarding the €62 million euros, Benfica SAD and Benfica Estádio stipulated that the almost €33 million would be "offset against Benfica Estádio's existing debt to Benfica SAD, thus not giving rise to financial transfers" and that the remaining €29 million would be paid by Benfica SAD to Benfica Estádio, the statement says.

"Naturally, on 10 October 2019, the circumstances that, in the current context [of pandemic], constrain the use of the ... stadium were completely unknown," it goes on. "It could not even be foreseen on that date ... that the national football championship - Liga NOS would be suspended and that the Euro 2020 would be postponed."

For this reason, the Benfica SAD said, the club "is evaluating the impacts that the pandemic due to the new coronavirus has on its activity, given the great uncertainty and unpredictability of the situation".

In the statement, the SAD stresses that "any funds that are in the possession" of its parent company do not belong to it, and that it will therefore naturally not be able to use them, contrary to some media reports.

The SAD issued this release to the market to assure investors that, in the current context, it has taken and will continue to take the measures "necessary to preserve its activity", underscoring that it foresees "the reduction of costs and expenses [that are] not indispensable to the carrying on of this activity and the more careful consideration of all investments that were projected".

It concludes: "Thus, transactions involving players will be analysed very carefully, in order to promote and preserve as much as possible the essential assets of Benfica SAD and ensure its sustainability, meeting the long-term interests of its shareholders and weighing the interests of its workers and other stakeholders."

The new coronavirus responsible for the Covid-19 pandemic has already infected more than 386,000 people around the world, of whom around 17,000 have died.

In Portugal, there have been 33 deaths and 2,362 confirmed infections.