After more than a year of negotiations, Talgo has finalised the entry of the Spanish Government, the Basque Government and the Basque investors’ consortium into its capital. With this move, the sale of Trilantic’s stake —which had sought to withdraw from Talgo’s shareholding and sparked an unsuccessful takeover bid by Hungarian firm Ganz Mávag— finally comes to an end.
The deal, closed less than a month ago and approved today by the Extraordinary General Meeting held in Las Matas (Madrid), brings Trilantic’s tenure as majority shareholder to a close and seals the train manufacturer’s financial rescue under what has been dubbed the “Global Operation”.
The State Industrial Holding Company (SEPI) has subscribed a €45 million capital increase through the issuance of 10.6 million new shares. With a nominal value of €0.301 and a share premium of €3.949 per share, the final price has been set at €4.25.
This is the same price paid by the members of the Basque consortium —Clerbil (owned by José Antonio Jainaga, head of Sidenor), BBK, Vital, and the public fund Finkatuz—, who now hold 29.78% of the company’s stock. Following the operation, Talgo’s share capital stands at €40.47 million, represented by 134.4 million shares.
Additionally, the company has authorised two convertible bond issues. The first, worth €30 million, has been fully subscribed by SEPI, while the second, totalling €75 million, has been taken up by the Basque consortium. Both bear an annual compound interest rate of 10.21%. These issues would allow the subscribers to become significant shareholders if the bonds are not repaid.
The Global Operation also includes a comprehensive refinancing package of €770 million, divided into three tranches: a long-term loan of up to €650 million, partially guaranteed by CESCE; a revolving credit line of €120 million for working capital; and a new guarantee line of up to €500 million. These measures aim to ensure liquidity, strengthen solvency, and support the execution of key international contracts with Deutsche Bahn, FlixTrain, and Egypt’s ENR.
The Board of Directors believes the new financial structure will reduce refinancing risk and improve cash-flow predictability. The Meeting also endorsed reducing the maximum number of board members from ten to eight, with the expectation that both the central and Basque governments will have direct representation.
The arrival of the new shareholders brings to an end 84 years of Oriol family leadership at the helm of the company. Recently, Transport Minister Óscar Puente announced the departure of Chairman Carlos de Palacio y Oriol, whose exit is likely to be followed by that of CEO Gonzalo Urquijo.
With backing from the Spanish and Basque executives, Talgo stands on firmer ground, consolidating a future less dependent on private capital and ensuring the continuity of its industrial programmes and its strategic role in the rail sector.