The Basque consortium made up of sidenorthe Basque Government and the BBK and Vital banking foundations have signed an agreement with Pegasus to acquire your 29.76% share in the Talgo railway company for a total of 156.7 million euros.
The signed contract is subject to compliance with certain suspensive conditions no later than January 31, 2026, including the subscription by Patentes Talgo and certain financial entities and the Spanish Export Credit Insurance Company (Cesce) of certain financing agreements and hedging instruments and others common in this type of operations.
The members of the consortium will jointly acquire a total of 36,864,848 Talgo shares, representing 29.76% of its current share capital and 29.99% of the voting rights once Talgo’s treasury stock existing on this date has been discounted. Of these, Pegaso will sell 33,856,141 shares of Talgo and the remaining sellers together the remaining 3,008,707 shares, which in turn will be acquired by the members of the consortium in the following proportions.
The final offer is 4.25 euros per sharecompared to the initial 4.15 euros (about four million more), although the preliminary agreement at the beginning of the year pointed to certain variables that could increase the consideration up to 185 million euros.
Finally, these variables determine that buyers will have to pay sellers an additional amount, but only if they decide to sell their shares above 4.25 euros to a third party during the two years following the closing of the operation, which will have to occur before January 31, 2026.
In this way, they will pay 100% of the part that exceeds 4.25 euros up to 5 euros, and 50% from 5 euros per share. In this way, sellers limit the possible future profits that buyers could obtain if the stock price rises.
This represents a big change compared to the preliminary agreement, which pointed to a variable amount depending on the fulfillment of certain milestones in the company’s business plan during the years 2027 and 2028, something that is not referenced now.
Sidenor (through Clerbil), the Basque Government (with the company Finkatze Kapitala Finkatuz) and BBK will each buy 8.5% of Talgo’s capital for 45 million euros, while Vital will take over 4.2% for 22.4 million euros.
SEPI entrance
During the time that passes until January 31, the other agreed conditions will have to be met, such as the injection of 75 million euros by the State -through the SEPI, of the Ministry of Finance-, distributed in 45 million through a capital increase and 30 million through a loan convertible into shares.
The Basque consortium will also have to subscribe to other convertible bonds of 75 million euros, under the same conditions as the SEPI, while Talgo’s financial entities must approve a new debt structure integrated into two tranches: financing of 650 million with a maturity of 6 years and a working capital line of 120 million with a maturity of three years, with automatic extension for two more years.
Likewise, the company, certain financial entities and the Spanish Export Credit Insurance Company (Cesce) will sign certain financing agreements and hedging instruments common in this type of operations.
Talgo soars on the stock market
Talgo shares have skyrocketed on the stock market after learning of this acquisition, with a rise in the Continuous Market of 9.70% to 2,94 euros at the close of the day. The National Securities Market Commission (CNMV) had made the decision to provisionally suspend and with immediate effect the listing on the Talgo Stock Exchange, but the securities returned to the market after 12:30 p.m. At the time of the suspension, the shares were at 2.71 euros, after having closed Thursday’s session at 2.68 euros.
Sidenor has indicated that the next step in the process will be the call for the extraordinary general meeting of shareholders of Talgo which must approve the company’s new financing structure, «essential to carry out the definitive transfer of the shares and the beginning of a new stage in Talgo.»
Talgo will begin this new stage “with a solid, future-oriented project and a strong industrial and technological component” at a time of “firm growth” in the high-speed rail sector.