The acquisition of Escribano Mechanical and Engineering (EM&E) by Indra has encountered another adversary. In addition to the opposition from a part of the company’s board of directors —controlled by the State Industrial Participation Company (SEPI) with a 28% stake— due to the conflict of interest inherent in buying the family company of its own chairman, there is now the opposition of the Hay Derecho Foundation. The institution, composed of highly prestigious lawyers and acting as a shareholder of the company, has asked the National Securities Market Commission (CNMV) to “open an investigation” into Indra’s governance, in general (there has in fact been a change in control, now exercised by the State through SEPI, without any takeover bid being launched) and the EM&E operation in particular.
Hay Derecho believes that the CNMV should investigate “the possible existence of serious conflicts of interest in the planned acquisition by Indra Sistemas, S.A. of the company Escribano Mechanical & Engineering (EM&E), owned by the current chairman of Indra and his brother.”
Furthermore, the non-profit organization demands that the CNMV analyze whether the appointment of Ángel Escribano as chairman of Indra’s board of directors was made “without the mandatory prior report from the Appointments Committee, contravening the provisions of the Bylaws and the Board Regulations.”
The CNMV, which ensures the good governance of listed companies, already opened a file on Indra following the dismissal of five directors of the company when it was chaired by Marc Murtra, appointed by SEPI. (There was, in fact, a change of control in the company without the mandatory takeover bid (OPA) being launched). An episode that the CNMV investigated for possible collusion between SEPI and Amber Capital, the fund owned by Joseph Ourghourlian, the chairman of Prisa. But its conclusion, published one day before Christmas Eve, was that, despite finding evidence of an infringement, it was not sufficient to sanction the board of directors.
Yesterday, Indra’s board of directors called an extraordinary general meeting for November 28 to approve the purchase of Hispasat, which was announced last January (Indra is buying 89.68% of Hispasat for 725 million euros). A meeting that the Escribano family will take advantage of to not renew Coloma Armero and Olga San Jacinto, two of the most critical directors regarding the purchase of the company of the president and his brother. Since last spring, five members of the governing body have resigned or been dismissed.
