With Gas Natural’s €22.5bn (£15.35bn) hostile bid for Endesa halted by a Madrid commercial court, some are suggesting that the only beneficiaries of the drawn-out affair may be the law firms advising.
Over eight months, Endesa, advised by Clifford Chance partner and head of competition Miguel Odriozola, has filed more than 30 legal and administrative appeals in Spain and New York, as well as at the European Commission (EC).
The Spanish Supreme Court has now granted a further temporary injunction on the grounds that the government chose to ignore the recommendation of the domestic competition authority to veto the bid. Lawyers close to the transaction suggest this could freeze the bid process for the rest of 2006.
The EC’s internal market commissioner Charlie McCreevy has also confirmed that it is to commence proceedings against the Spanish government, claiming it exceeded its authority by giving the market regulator, the CNE, the power to investigate foreign takeover bids in the energy sector just three days after Germany-based E.ON’s counter-bid was launched.
In a parallel move, the EC has approved E.ON’s bid. The Spanish government’s hopes of halting it now centre on the CNE deciding, independently, that the security of Spain’s energy supplies could not be guaranteed under foreign ownership.
Some suggest Gas Natural’s key shareholders, La Caixa and Repsol, are losing patience. There is, however, no easy way out since the stock exchange regulator, the CNMV, confirmed that Gas Natural cannot withdraw its bid until the CNE approves the E.ON counter-offer or it can prove “exceptional conditions” to warrant an exit.
What is certain is that the legal wrangling will continue to be to the benefit of the firms advising, which number more than 20, led by Clifford Chance and Freshfields Bruckhaus Deringer, which is advising Gas Natural. One lawyer close to the dispute suggested the legal bill could already be as high as €15m (£10.23m) and set to rise, as the legal fallout may take years to resolve.