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SEPI Pushes Indra Toward 51% Takeover of Escribano Instead of Full Merger

The state investor pivots to preserve control of a strategic defense contractor as conflict-of-interest and dilution risks cloud an all-share absorption.

Overview

  • Government sources now favor Indra acquiring a controlling stake of roughly 51% in Escribano Mechanical & Engineering rather than proceeding with a merger by absorption.
  • An alternative under review would place Indra’s defense activities and Escribano inside a new defense-focused unit controlled by Indra, with talks ongoing and no final structure agreed.
  • At a valuation of about €2 billion for EM&E, an all-share swap could raise EM&E’s holding in Indra toward 31% and cut SEPI’s stake from 28% to near 22.5%, a scenario that could trigger a mandatory takeover offer under Spanish rules.
  • Indra told the CNMV the integration process continues, Ángel Escribano denied being asked to resign, and the board has authorized CEO José Vicente de los Mozos to negotiate alternatives.
  • Shareholder tensions remain pronounced as Amber Capital backs a merger, Sapa aligns with SEPI’s reservations, new international funds gain influence, and Indra’s shares swung lower earlier this week before a modest rebound.