IMPORTANT
You must read the following legal notice before proceeding.
The following legal notice relates to the information contained on this website (the “Information”) regarding the tender offer for the shares of Ercros, S.A. (the “Offer”), and you are advised to read this entire legal notice carefully before clicking the “I Accept” button below and accessing or viewing the information contained herein.
Access to this website and/or to the Information from certain jurisdictions may be restricted by law or regulation, and persons seeking to access this website and/or the Information should inform themselves about and comply with any such restrictions. By accessing this website, you represent that you are a person who, under applicable laws and regulations, is permitted to receive information of the kind contained in this transmission.
By clicking the “I Accept” button below, I acknowledge and agree to the following:
- I undertake to refrain from using the Information for any purpose other than assessing my interest in accepting the Offer as a shareholder of Ercros, S.A.;
- I will not attempt to circumvent any of the site’s security features and I will not enable or allow other persons to access the site using my authorization for the site;
- I acknowledge and agree on my own behalf, and/or on behalf of the institution I represent:
- that the Information does not constitute an “investment recommendation” or a “financial analysis” as envisaged in Regulation (EU) No 596/2014 on market abuse and related regulations, is not intended to form the basis of any credit assessment or other evaluation and should not be considered legal, tax, or investment advice, and therefore should not serve as a basis for, or be taken into account in relation to, nor constitute any inducement to, any investment decision, which should be made solely on the basis of the prospectus of the offer authorized by the CNMV;
- that the Information is not intended to be exhaustive or complete, and some or all of it has not been independently verified; and
- that I am responsible for seeking independent professional advice and for conducting my own assessment of the Information, of Ercros, its current situation, and of the Offer.
By clicking the “I Accept” button below, I acknowledge that I have read, understand, and accept the foregoing terms and conditions.
Bondalti has tabled an offer of 3.505* euros per Ercros share
Bondalti is offering 3.505 euros per Ercros share
100% in cash
Final days!
The acceptance period for the delisting takeover bid runs from 24 July 2026 to 10 September 2026, both dates inclusive
About the Offer
Key data
Offer premium
40,6%
51,29%
43,70%
34,81%
Offer Prospectus and Bondalti’s Letter to Shareholders
Related news
The acceptance period for the delisting takeover bid runs from 24 July 2026 to 10 September 2026, both dates inclusive
FAQ
The offer price is 3.505 euros in cash per Ercros share.
The offer may be accepted between 24 July and 10 September 2026, inclusive.
Ercros shareholders wishing to accept the offer must contact the institution with which they hold their shares and submit their declaration of acceptance in writing to that institution, either in person, electronically or by any other means accepted by the custodian institutions.
No, the launch of the delisting offer will result in Ercros’s shares being delisted from the stock exchange.
Shareholders who decide not to participate, unless the requirements for a compulsory sale and purchase set out in question 5 are met, will retain their stake in an unlisted company with no market liquidity and no prospect of a dividend distribution.
Compulsory buy-outs are a legal mechanism provided for in Article 116 of the LMVSI and in Article 47 of Royal Decree 1066/2007, which grants reciprocal rights to both the Offeror and the minority shareholders when certain acceptance thresholds are reached. Specifically, they will be triggered if (i) following the outcome of the offer, Bondalti holds 90 per cent of Ercros’s share capital carrying voting rights and (ii) the offer is accepted by holders of shares representing at least 90 per cent of the voting rights in Ercros to which the offer is directed. On the one hand, Bondalti has the right to compel minority shareholders to sell their shares at the offer price and has stated in the Prospectus its intention to exercise this right of compulsory sale. On the other hand, minority shareholders may also require the purchaser to buy their shares on those same terms.
The price of 3.505 euros per share meets the CNMV’s fair price requirements, for the purposes of Royal Decree 1066/2007, and is based on an independent expert report by Kroll.
Kroll is an independent global provider specialising in valuation.
An independent valuation report is a technical and professional document, prepared by an external expert not affiliated with the company, which determines the fair market value of a company.
Bondalti has engaged Kroll to carry out a valuation of Ercros so that Bondalti can offer Ercros’s shareholders a price in line with that valuation.
Shareholders who decide not to accept the offer will retain their Ercros shares and will not receive any payment. Unless, as mentioned above, the requirements for compulsory purchase are met.
Once Ercros is delisted at the end of the offer process, shareholders who have not accepted the offer will retain their shares in an unlisted company, with no market liquidity and no prospect of dividend payments in the short term.
The offer will be settled and shareholders will receive the price for the shares they have tendered within approximately two working days of the date on which the successful outcome of the offer is published.
Receipt of the payment is subject to stock market settlement procedures, which are regulated and beyond Bondalti’s control.
The offer may be accepted between 24 July and 10 September 2026, inclusive.
Within a period not exceeding 7 working days from the end of the acceptance period.
The offer may be accepted free of charge via Banco Santander, S.A.
Shareholders who accept the offer through a bank other than Banco Santander should check for any additional fees or charges that may be levied and will be responsible for paying these.
Each shareholder should consult their tax adviser regarding the individual tax implications of transferring their shares under the offer.
The electronic version of the prospectus is available on the CNMV website, in the ‘Key Documents’ section, as well as on the Ercros website. Bondalti has made hard copies of the Prospectus available at the offices of Bondalti, Ercros and the CNMV in Madrid and Barcelona, as well as at the offices of the governing bodies of the Spanish stock exchanges.
At the ordinary general meeting held on 30 June 2026, the General Meeting of Shareholders of Ercros approved the delisting takeover bid by a majority, with 70,692,993 shares voting in favour, representing 88.59 per cent of the capital present and represented and 77.31 per cent of Ercros’s share capital.
Bondalti stated its intention to acquire 100 per cent of Ercros and delist it in the Preliminary Voluntary Offer. The aim is to enable the company to become more agile and transform itself in order to restore profitability and, with it, competitiveness in a particularly complex industrial environment. Delisting will enable Ercros to save on certain financial and administrative costs incurred as a result of its status as a listed company. Furthermore, the Offeror considers that it is beneficial for Ercros and its management team for the company to be delisted at this stage, as it will enable them to focus on implementing initiatives with a long-term perspective, avoiding the impact of fluctuations in share prices and without the need to meet the short-term expectations of the capital markets.
About Bondalti
Bondalti is committed to contributing to a better world through integrated chemistry, in which the energy transition plays a key role. Bondalti ranks in the top 1 % of the most sustainable companies in the chemical sector according to the EcoVadis 2025 global ranking; it is Portugal’s largest industrial chemicals company, the largest producer of chlorine in the Iberian Peninsula and the European leader in aniline sales.
In addition, Bondalti has a division specialising in water treatment and recycling. In terms of its geographical presence, the company operates industrial sites in Estarreja (Portugal) and Cantabria (Spain), logistics facilities in Aveiro, Barreiro (Portugal) and Vigo (Spain), operational facilities for the water division in La Rioja (Spain), Sintra (Portugal) and Luanda (Angola), and offices in Lisbon (head office, Portugal), Madrid, Pontevedra, Seville and Logroño (Spain).
Bondalti will retain jobs and its presence in the communities where Ercros operates, as well as its headquarters in Barcelona.
For further information on the transaction, please visit opa-ercros.bondalti.com