The transaction is subject to regulatory and other approvals, which would take around 18 months, according to IAG.
In March 2022, IAG entered into a convertible loan with Globalia for €100 million convertible into a 20% equity interest in Air Europa Holdings, as reported by Legal Dealmaker on September 8. The conversion option was exercised in August 2022.
On 23 February 2023, the Group entered into an agreement to acquire the remaining 80% of the share capital of Air Europa Holdings that it did not previously own. Upon successful completion of the transaction, 54,064,575 ordinary shares of the Company (representing €100 million at the date of the agreement) and €100 million in cash will be transferred to Globalia; and an additional €100 million will be paid in both the first and second anniversary of the completion of the transaction.
With this definitive step, Iberia takes over 100% of the Hidalgo family’s airline, of which it already had a 20% stake for which it poaid €100. For the remaining 80% it will pay a total of €400 million. In total, the purchase is closed for €500 million.
The acquisition is conditional upon Globalia receiving the approval of the syndicated banks providing the loan agreements which are partially guaranteed by the Instituto de Crédito Oficial (ICO) and the Sociedad Estatal de Participaciones Industriales (SEPI) in Spain. The acquisition is also subject to the approval of the relevant competition authorities. Until these approvals are obtained. The completion of the agreement has had no impact on the fair value of the 20% interest in Air Europa Holdings.
Garrigues advised IAG with a Corporate team made up of partner Álvaro López-Jorrín and principal associate María Caño.
Latham & Watkins advised Globalia with a team formed by partner Alejandro Ortiz and associate Ori Assa.