CMVM Registers Visabeira Indústria's Mandatory Tender Offer for 14,412,198 Martifer Shares at €2.057 — Acceptance Window Opens Monday 18 May and Runs Through Wednesday 3 June 2026

Portugal's securities regulator, the CMVM, formally registered on Friday 15 May 2026 the mandatory public offer launched by Visabeira Indústria SGPS for 14,412,198 ordinary shares of Martifer SGPS at €2.057 per share. The acceptance window opens at the Monday 18 May session and runs through to the close of trading on Wednesday 3 June 2026. The OPA is general and obrigatória because Visabeira crossed the statutory shareholding threshold that under the Código dos Valores Mobiliários compels a buyer to extend the same offer to the rest of the float — a consequence of the shareholders' agreement Visabeira signed with I'M – SGPS and Mota-Engil setting out the post-deal Martifer governance.

The price and the float

At €2.057 per share the offer values the 14.4 million-share block at €29.6 million and Martifer's full equity at approximately €203 million on the issued-share count. Martifer closed Friday 15 May at €2.43, down 2.80% on the day and 18% above the offer price — a discount on Visabeira's terms that reflects the market's expectation that the shareholders' agreement and the structural change in control will deliver future cash flows above the headline mais-baixo offer. The OPA price was set under the regulatory rule that pegs the consideration to the highest price paid by the offeror in the preceding six months; Visabeira paid €2.057 in the April block-buy that triggered the OPA obligation.

The shareholders' agreement structure

The triggering transaction was the 27 April 2026 closing of the irmãos Martins' sale of an 18% Martifer block to Visabeira. Under the umbrella accord with Mota-Engil and I'M, Visabeira and Mota-Engil will each hold 37.5% of Martifer's capital, while I'M retains the remaining 25%. The pact governs board appointments, dividend distribution policy and reserved-matter veto rights at the GA. Martifer's board declared the offer 'adequate' on 7 May 2026 — the parecer required by Portuguese takeover law — clearing the path for the CMVM registration. The CMVM had earlier suspended trading in Martifer shares pending the prospectus review; trading resumed ahead of the Friday close.

The industrial backdrop

Martifer's Q1 2026 earnings, released on 19 March 2026 ahead of the OPA, showed net profit down 59% year-on-year to €9.5 million on revenues at a 15-year high — the operational mix that the Visabeira-Mota-Engil-I'M alliance now controls. Martifer's metallic-construction division anchors the industrial-fabrication offering across Iberia and feeds into the very same housing and infrastructure pipeline being reshaped by AICCOPN's March cement rebound and the Pinto Luz modular acordo-quadro. Visabeira's portfolio across Bombardier-style metals fabrication, Vista Alegre porcelain and the Belmiro de Azevedo family-office stake set means the combined Martifer-Visabeira balance sheet sits at the intersection of industrial-metals and Iberian-construction sub-sectors that the OE2026 PRR pipeline still feeds.

What it means for investors

For minority Martifer shareholders the question over the next two weeks is whether to tender into the €2.057 offer or hold against the €2.43 market price. The mathematical bet is that the new control bloc — Visabeira plus Mota-Engil at 75% combined — will move toward delisting Martifer if the residual float falls below the 90% squeeze-out threshold; in that scenario, the minority position eventually settles at a price set under the squeeze-out rules of the CVM. Retail bond demand in the same Mota-Engil orbit has held firm; the parallel Mota-Engil €110 million retail bond closed at the 4.6% coupon with a 1.4× oversubscription, signalling that the broader investor appetite for the alliance's capital structure is solid.

Sources: CMVM Anúncio de Registo, 15 May 2026; Jornal Económico; ECO; RTP; Notícias ao Minuto; Martifer SGPS investor relations.