[Last updated: 1 January 2025, unless otherwise noted]

5.1 Typical takeover bid timeline

As a general rule, the takeover bid process for a mandatory public takeover bid is similar to the process that applies to other kinds of takeover bids, with certain exceptions. The following sections include (i) a description of the main milestones of a customary takeover bid process in Spain; and (ii) a chart that summarizes such milestones in an indicative timeline.

5.2 Announcement of the public takeover bid. Target and bidder restrictions

A bidder that intends, or is compelled, to launch a public takeover bid must immediately inform both the market and the CNMV of such situation:

1. in the case of a voluntary takeover bid, as soon as the bidder takes the decision to launch the bid, but only after ensuring it can fulfil any consideration thereof in full. The bidder is not obliged to prove such requirement at such time, but as the takeover bid becomes irrevocable upon the public announcement, the bidder should ensure it has the capability to cover the maximum takeover bid consideration, including funding confirmation from the relevant financial entity; or
2. in the case of a mandatory takeover bid, whenever the acquisition of a controlling stake in the target company is reached, irrespective of whether such control is direct, indirect or incidental. In these latter cases, the bidder shall disclose whether or not it intends to launch the public takeover bid, request an exemption from the CNMV or dispose of the shares in excess of the relevant threshold that triggered the need to launch the bid.

In any event, the announcement will need to conform to a regulated template established by the CNMV.

The announcement has several effects, including the commencement of the duty to remain passive on the part of the target company (see 6.2 below). Additionally, upon public announcement of the takeover bid and, thus, its irrevocability, the bidder itself and those parties acting in concert with the bidder will be subject to certain restrictions contemplated in RD 1066/2007, including the following:

1. the prohibition from disclosing or publishing any information not included in the bid announcement;
2. in the case of a mandatory takeover bid, and until the bid is authorized by the CNMV, the prohibition from exercising the voting rights inherent to the share capital in excess of the relevant threshold which triggers the need to launch the bid;
3. the obligation to inform the CNMV, on a daily basis, of the number of securities of the target company acquired in the framework of the takeover bid, together with the acquisition price thereof; and
4. the prohibition from transferring any securities held in the target company until the final settlement of the takeover bid.

5.3 Filing and approval of a public takeover bid

Following the initial announcement of a public takeover bid, the bidder must file a request for authorization with the CNMV within one month from such initial announcement in case of voluntary or ordinary mandatory takeover bids, or within a maximum of three months in case of indirect or incidental mandatory takeover bids.

Similar to the announcement, the request for authorization will need to conform to a regulated template established by the CNMV.

The request for authorization shall also include (i) the relevant documentation certifying the relevant corporate resolution whereby the launch of the takeover bid is adopted; and (ii) the information memorandum (folleto), subject to the specific contents provided for in RD 1066/2007. All other documentation which is required to be filed by RD 1066/2007 (including, among other things, proof of the relevant guarantees and documentation certifying the price of the bid and valuation reports, where applicable) shall be filed with the CNMV within seven working days after the aforesaid request for authorization is filed.

The CNMV will examine the request for authorization, the information memorandum (folleto) and all supplementary documentation filed by the bidder and will ask for any further documentation it deems fit, and will either authorize or reject the public takeover bid within 20 working days of receipt of the last of these documents.

5.4 Publication, acceptance period and target company's board of directors' report

No later than five working days after receiving notification from the CNMV that the relevant authorization has been granted, a bidder shall publish the basic contents of its takeover bid in the relevant stock exchange listings bulletins (boletines de cotización) and in at least one national newspaper.

The takeover bid acceptance period starts on the fifth stock exchange working day following the date of publication of the first of the above mentioned announcements and shall remain open for between 15 and 70 calendar days.

In addition, and within 10 calendar days after the start of the acceptance period, the board of directors of the target company shall issue and publish a detailed report on the public takeover bid, stating its comments for and against the bid and expressly disclosing any agreement that may exist between the target company and the bidder or the directors or shareholders thereof, or between the latter and the board members of the target company in relation to the takeover bid.

5.5 Publication of the result, settlement and payment

The CNMV will announce the result of the takeover bid no later than seven working days after the acceptance period expires. If the takeover bid is successful, payment thereof must take place in the following manner:

• In case of in-cash payments, according to the procedure set by the Spanish Clearing and Settlement System (Iberclear). The date on which the transfer transaction is carried out from a stock market perspective would be deemed to be that on which the result of the bid is published in the relevant stock exchange listings bulletin.
• In case of in-kind payments (attribution or swap of shares), according to the procedure set out in the offer document filed by the bidder and authorized by the CNMV.

5.6 Amendment, withdrawal and invalidity of a public takeover bid

1.  Amendment of the takeover bid

   A bid may be amended at any time prior to the fifth working day prior to the end of the acceptance period, provided the amendment is more beneficial for the persons to whom it is addressed. In the case of competing bids, specific relevant provisions apply.;

2. Withdrawal and cessation of the effects of a takeover bid

   A public takeover bid is irrevocable as of its announcement and the bidder can only withdraw the bid in the specific cases set forth in RD 1066/2007. There are significantly different rules according to the type of bid at stake:

   1. (i) Mandatory takeover bids - The bidder may only withdraw its bid in the following cases and would then need to reduce its controlling interest below 30% or terminate the relevant agreement that may have resulted in the controlling situation:
      • when the bid has been conditioned on the approval by the competition authorities and, prior to the end of the acceptance period, said authorities declare the proposed transaction to be inadmissible or make it subject to any condition, or do not expressly or implicitly approve the transaction;
      • when, for exceptional reasons beyond the control of the bidder, the takeover bid cannot be launched or becomes patently unviable, provided the prior approval of the CNMV is obtained; and
      • when, upon conclusion of the procedure applicable to competing bids, an unconditioned competing bid exists which improves the initial mandatory takeover bid.
   2. Voluntary takeover bids - Voluntary takeover bids cease to be effective when the conditions to which they may be subject are not fulfilled. In addition, a bidder may withdraw its bid in the same cases applicable to mandatory bids, as well as in the following cases:
      • when a competing bid is approved; or
      • when the target company adopts a defensive measure that prevents the bidder from maintaining its bid, provided the prior approval of the CNMV is obtained. If the defensive measure in question consists of the payment of an extraordinary dividend or other type of exceptional remuneration to the shareholders, a bidder may maintain its bid and reduce the consideration accordingly in order to maintain the equivalent price, subject to CNMV approval.

Click here for the overview of the main steps for a takeover bid in Spain.