LISBON The board of Portugal's top cement-maker Cimpor (CPR.LS) says a takeover offer from Brazil's Camargo Correa is too low and lacks detail on its plans for Cimpor's future, but would not recommend to shareholders whether they should sell or keep their stakes.
Camargo, Brazil's second-largest construction group, launched a 5.5 euros ($7.20) a share takeover bid for the 67.1 percent of Cimpor it does not own at the end of last month. Analysts had expected the bid to succeed after two key shareholders said they were prepared to sell, but the board's opinion, given in a statement issued late on Friday, could complicate the process or require sweetening of the bid.
Camargo is already the largest single Cimpor shareholder and the outstanding shares it does not own in Cimpor are valued at around 2.4 billion euros.
Cimpor's statement said the offer does not include a premium for taking control of the company and lacks detail on what would happen to Cimpor's asset portfolio, debt profile and dividend policy.
"For the above reasons, the board is not in a position to recommend to shareholders to tender their shares, as the price is low and significantly undervalues Cimpor, and, in the absence of adequate information on the future of Cimpor post-offer, neither may the board recommend to shareholders to maintain their investment," it said.
Portuguese conglomerate Semapa (SEM.LS) proposed earlier this week that some Cimpor shareholders should form a joint holding company to try to keep the company in Portuguese hands. Its offer does not represent a counter-bid, but Semapa said it implies a per share price of 5.75 euros.
Camargo has said the price it offered is fair, expecting most Cimpor shareholders to use this "good opportunity", but would not say if it would consider sweetening the offer.
It also said in a statement on Friday that the price implied in Semapa's complex proposal could not be compared to Camargo's direct bid. It said that Semapa's arrangement, if it were to go ahead, would have to trigger a compulsory competing bid by those who join the Semapa-proposed holding company.
(Reporting by Sergio Goncalves and Andrei Khalip, writing by Daniel Alvarenga; Editing by Ruth Pitchford)