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 I acknowledge being informed that the report on the independent valuation of Ercros, S.A. prepared by Kroll, LLC and accessible on this website (i) has not been reviewed by the CNMV, (ii) Kroll LLC has not had access to the management team of Ercros, S.A. nor to any information other than public information, and (iii) the report has not been prepared to comply with any provisions of Royal Decree 1066/2007;
- 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.
A Bondalti apresenta uma oferta de 3,505* euros por ação da Ercros
Bondalti offers you €3,505 per Ercros share
About the Offer
Key data
Offer premium
40,6%
51,29%
43,70%
34,81%
Folleto de la Oferta y Carta de Bondalti a los accionistas
Related news
See the valuation report prepared by the independent expert, Kroll Advisory.
You have until 13 March to accept the Offer
FAQ
The Offer price is €3.505 in cash per Ercros share.
The original price of €3.6 was adjusted to €3.505 as a result of the dividend distribution made by Ercros of €0.096 per share, with the result rounded up to the nearest multiple of five in the third decimal place.
The initial price (€3.60 per share) represented a premium of 40.6% over the closing market price on the day prior to the announcement of the takeover bid.
Kroll is a global independent provider specialising in valuation services.
An independent valuation report is a technical and professional document prepared by an external expert independent from the entity, which determines the fair economic value of a company.
Bondalti has engaged Kroll to carry out an objective and independent valuation of Ercros to enable Bondalti to offer Ercros shareholders a price consistent with such valuation. In relation to this report, it should be noted that (i) it has not been reviewed by the CNMV, (ii) Kroll has not had access to Ercros' management team or to information that is not in the public domain, and (iii) this report has not been prepared to comply with any aspect of Royal Decree 1066/2007 on Takeover Bids.
The Offer may be accepted between 12 February and 13 March 2026, inclusive.
Ercros shareholders who wish to accept the Offer must contact the entity where their shares are deposited and submit their declaration of acceptance in writing, either in person, by electronic means or by any other means accepted by the depositary entities.
The Offer will lapse and none of the shares for which acceptance of the Offer has been declared will be acquired, as Bondalti will not waive the minimum acceptance condition. Shareholders who have accepted the Offer will not have to take any further action; the shares will remain in their securities accounts.
Yes, this is possible. However, the success of the Offer is subject to a minimum acceptance of more than 50% of Ercros' effective voting rights. If this percentage is not reached, the Offer will lapse and none of the shares for which acceptance of the Offer has been declared will be acquired.
If the requirements set out in Article 116 of the Spanish Securities Market Law and Article 47 of Royal Decree 1066/2007 are met, the Offeror will exercise its right to require the compulsory sale of Ercros shares (squeeze-out). The settlement of the transaction resulting from the exercise of such squeeze-out right will lead to the delisting of Ercros shares from the Spanish Stock Exchanges in accordance with Articles 47 and 48 of Royal Decree 1066/2007 and related regulations.
If the Offer is settled but the requirements for a squeeze-out are not met, Bondalti will promote a delisting tender offer for the shares of Ercros in accordance with Article 65 of the Spanish Securities Market Law (LMVSI), at a price that complies with paragraphs 5 and 6 of Article 10 of Royal Decree 1066/2007, provided that the price of such delisting offer is not higher than the Offer price.
Shareholders who decide not to accept the Offer will retain their Ercros shares and will not receive any payment.
In this takeover bid, delisting may only occur if the squeeze-out thresholds are reached, in which case the Offeror will acquire the shares held by the remaining Ercros shareholders at the Offer price.
If the result of the Offer is positive – achieving a minimum acceptance of more than 50% of the effective voting rights of Ercros – the Offer will be settled and shareholders will receive the price of the shares for which they have accepted the Offer within approximately two business days following the date on which the positive result of the Offer is published.
Receipt of the price depends on the stock market settlement mechanism, which is regulated and does not depend on Bondalti.
The Offer may be accepted between 12 February and 13 March 2026, inclusive.
Within a period not exceeding 7 business days from the end of the acceptance period.
The Offer may be accepted free of charge through Banco Santander, S.A.
Shareholders who accept the Offer through a bank other than Banco Santander should inform themselves of any commissions or additional costs that may be charged and will be responsible for paying them.
Each shareholder should consult their tax adviser about the individual consequences of transferring their shares in connection with 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 and the Bondalti website. Bondalti has made physical copies of the Prospectus available at the CNMV offices in Madrid and Barcelona, as well as at the offices of the governing bodies of the Spanish stock exchanges, Bondalti and Ercros.
Bondalti aims to create a European industrial group with sufficient scale to address the challenges facing the sector, including international competition, the energy transition, digital transformation and the regulatory framework.
About Bondalti
Bondalti has an established presence in the Spanish market, where it employs more than 250 people. It currently operates two production units, one in Torrelavega (Cantabria) and another in Alfaro (La Rioja), as well as a logistics centre in Vigo. In addition, it has four offices (Madrid, Pontevedra, Seville and Logroño).
Recognised for its long-standing relationships based on the supply of high-quality innovative solutions, ensuring high standards of safety and environmental protection, Bondalti develops two main business areas: chemicals and water treatment.
Bondalti ranks within the top 1% of the most sustainable companies in the chemical sector, according to the EcoVadis 2025 global ranking. It is the largest Portuguese industrial chemical company, the largest Iberian producer of chlorine and a European leader in aniline sales.
Bondalti will maintain employment and its presence in the communities where Ercros operates, as well as its headquarters in Barcelona.