The week that shook the tech company

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The unexpected changes in Indra’s governance have given the company a new direction to try to link it to the defense business

The crisis that has arisen within Indra has revealed the interest that the State has had in recent weeks in tying the company more to the defense business. To this end, the SEPI (State Society of Industrial Participations) asserted the 25% of the shares in the group during the meeting last Thursday, in order to give a change in price together with some major shareholders. But with the change in board of directors, the stock reacted with a drop of almost 15%.

The course of events led to a new layoff on Tuesday. Another defector from the congregation. That of Ignacio Martín, who will leave his seat in October, once the process of renewal of the members of the management body is completed. The announcement comes after SEPI completed its acquisition of the company last Thursday, at a shareholders’ meeting that exposed its confrontation with the independent directors and a desire to do so at all costs. To do this, it allied itself with the investment fund Amber Capital and the Basque company Sapa, to fire several independent directors, include Jokin Aperribay – president of the Royal Society and member of the Sapa family – on the board and thus disturbing the balance. the power system that existed up to that point.

The economic background of all these movements is to be found in the desire of the state, and of the shareholders it associated with, to expand Indra’s commitment to the defense industry and in particular to build the capital of the Basque company ITP. enter that it is going to be sold by the current owners Rolls Royce. All the more so in a context of the need to increase military budgets, as NATO leaders are currently discussing at the Madrid Summit.

“If your wish is to bend our arms, don’t count on me,” the company’s vice president, independent Enrique Leyva, said in a speech at the meeting after it became clear that there is an agreement between the government , the investment fund Amber and Sapa to reshuffle the board of directors. Minutes earlier, another independent director, Alberto Terol, who had already announced his decision to resign a few days ago, had leveled out harsh accusations against Sepi’s takeover of the company. The supervisors Carmen Aquerreta and Ana de Pro also left last week.

The formula the Executive used to achieve his goal was to force the mass resignation of independent directors. He reached it with several agreements, including that of Amber Capital, the largest shareholder of the Prisa Group, which broke with 4.1% of the capital in the shares of the technology company, leading him to become chairman of the communications group, Joseph Oughourlian, immediately in the company’s fourth largest shareholder, a week before the technology company’s shareholder meeting.

The operation could negatively affect the valuation of international investment funds, as it is a direct attack on corporate governance rules. In other words, the very governance of the company has been questioned with the intervention led by the state itself. The stock rose 1% on Tuesday.

But the conflict comes from afar. The College had long looked for a takeover of Indra, in order to put this listed company in defense affairs at the service of the interests of the State. Among the numerous disagreements between the independent directors and the government was the decision to prevent the president, Marc Murtra, who had been appointed by SEPI, from being given executive powers. Also the opposition to enter the capital of ITP, because although 75% will be from Bain, it was free to allocate another 30%.

The month of May 2021 was already crucial to understand the process. Then a war broke out between SEPI and the independent directors after the departure of one of them from the board of directors over the intention of the public body to start a “new phase” in Indra.

The PP’s allegations are based on the position of the National Securities Market Commission (CNMV), which has also not been applauded by these moves in Indra. In addition, National Securities Market Commission (CNMV) Chairman Rodrigo Buenaventura on Friday described SEPI and its allies’ decision to fire five of Indra’s eight independent directors, thus taking control of the company from the public holding company.

The company’s leadership version is clearly at the other end of the spectrum. The president, Marc Murtra, appointed in May 2021 when the crisis between the independent directors and SEPI escalated, stated last week that the increase in SEPI’s representation in the capital of Indra only corresponds to what is already happening in Europe, especially in the in the field of technology and defense sector: “It is obvious that all countries want to have the largest participation of their companies in the areas of greatest added value, such as systems,” the president emphasized last week.

Murtra, who until now had had no effective power but who has been given it following the changes and appointments passed by the shareholders’ meeting last Thursday, boasted in an interview in ‘El País’ on Monday about improving the financial situation of the company in the past year, while insisting that the company will be governed “by technical and professional criteria without interference or suggestions”.

Prisa group president Joseph Oughourlian has broken into Indra’s shareholding with 4.1% of the capital, immediately making him the company’s fourth largest shareholder a week before the technology shareholders’ meeting. The move is interpreted as a support to strengthen the Spanish Association of Industrial Participations (SEPI) control of the company, after SAPA entered the company. Oughourlian has channeled his investment through fund manager Amber Capital and has 7,384,790 shares of the company, as reported to the National Securities Market Commission (CNMV) this Thursday. This holding is valued at current market prices (EUR 10.21 per share). to 75.69 million euros.

Source: La Verdad

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