Statement From Araoz y Rueda on Behalf of Certain Institutional Investors in Grifols

Published 12 hours ago via Business Wire

Law firm Araoz y Rueda has been independently engaged by several international and Spanish institutions (the “Clients”) holding in aggregate 5.65% of A shares and 3.88% of B shares (including ADRs) in Grifols, S.A. (“Grifols” or the “Company”). As of 29 November 2024 closing prices, the Clients’ aggregate stake in Grifols is valued at €275 million.

The Clients thank the Transaction Committee for its wholehearted engagement with Brookfield and strongly support the decision it has taken along with the Board of Directors of Grifols (the “Board”) to reject Brookfield Capital Partners (UK) Limited (“Brookfield”)’s indicative offer of €10.50 per A share and €7.62 per B share (the “Indicative Offer”).

The Clients not only agree that the Indicative Offer significantly undervalues Grifols’ business and its fundamental trajectory, but view it as wholly inadequate in the context of the continued strong underlying performance of the business since the announcement of initial discussions with Brookfield in July.

Although the almost five months of discussions and due diligence have been a distraction, it is reassuring to note that an exhaustive examination of Grifols’s accounts and prospects by both Brookfield and their multiple reported financing banks, has not flagged any major issues. In the view of our Clients, Brookfield’s decision not “to continue with a potential offer for Grifols” is a great opportunity for shareholders to fully participate in Grifols’ very substantial value creation potential.

Having allowed the transaction to run its course, our Clients believe that the end of this process marks the perfect opportunity for Grifols to relaunch its equity story and highlight the strong fundamental value that underpins the investment case. Our Clients are pleased to note the Company’s commitment to reinstate the Capital Markets Day which was cancelled as a result of the approach from Brookfield. Our Clients see this event as the perfect platform for Grifols to showcase its new leadership team, its renewed strategic vision and of course provide financial targets and they urge the Company to do this as soon as practicable.

Our Clients further see the enormous potential in Grifols now that it has made so much progress with its Corporate Governance improvement agenda. We applaud the decisions taken to appoint a Non-Executive Chairman to the Board, and to appoint new executive leadership from outside the company. These are great steps, but our Clients believe further action should be taken. Our Clients note comments made by Mason Capital founder Kenneth Garschina in an interview with Bloomberg yesterday, calling for the ouster of board member Tomás Dagá. Our Clients support Mr Garschina’s position; by his own admission, Tomás Dagá has been involved with Grifols for 44 years and has sat on the Board for 24 of those. By any measure, this is too long to serve on one board and remain truly independent. Our Clients are also aware that Mr Dagá is a founding partner of Osborne Clark which provides legal services to Grifols, in an apparent conflict of interest. Our Clients join Mr Garschina in asking for Mr Dagá to step down and for shareholders to see full disclosure of the fees paid to Mr Dagá’s firm, Osborne Clark, over the years that it has been retained by Grifols. Such steps will continue to enhance Grifols’ standing in the capital markets, as it champions best practice in Corporate Governance, befitting a company of its global scale and success.

Note to Editors

Our Clients have been separately informed about the contents of this press release, but they have confirmed to Araoz y Rueda that they are acting independently from each other in all other respects in relation to their holdings in Grifols and they expect to continue to do so in the future. Although they might find themselves in agreement in the future in respect to similar actions, this will always be as a result of a one-by-one independent decision on each action by each of them without a general agreement, arrangement or pact, of any nature whatsoever, verbal or written, formal or tacit, among them with a concerted plan in relation to obtaining control of the Company, developing a common policy to manage or influence the Company, the concerted exercise of their voting rights in the Company or any other with the same or similar goals.

Contacts