El Gobierno acorrala a la CNMV para que Florentino Pérez se quede con Abertis

La ofensiva del Gobierno contra la italiana Atlantia en su intento de hacerse con Abertis, en favor de la oferta competidora de ACS, ha dejado en una situación muy complicada a la Comisión Nacional del Mercado de Valores (CNMV), que en los próximos días deberá tomar una decisión que puede marcar su futuro. El organismo supervisor que preside Sebastián Albella tendrá que elegir entre mantener su independencia, lo que le llevará a un enfrentamiento directo con el Ejecutivo en los tribunales; o plegarse a los deseos de Moncloa, lo que supondría traicionar su espíritu de independencia.

El pasado jueves, los ministerios de Energía y Fomento enviaron sendos requerimientos a la CNMV para que se replanteara su decisión del 9 de octubre de dar el visto bueno a la OPA de Atlantia sobre Abertis. El motivo es que el grupo italiano no ha solicitado una serie de autorizaciones que ambos departamentos consideran pertinentes para que una hipotética compra de Abertis se pueda completar.

La propia CNMV reaccionó con un comunicado en el que, antes de pronunciarse sobre el fondo de la cuestión, dejaba claro que los requerimientos del Gobierno le instaban a revocar la aprobación del folleto de la oferta y constituían un paso previo al inicio de un proceso contencioso-administrativo contra el organismo supervisor. La cuestión que hace especialmente delicada la decisión que debe tomar la CNMV es que ningún elemento del actual escenario ha cambiado en relación a aquella fecha del 9 de octubre en la que el supervisor decidió dar el visto bueno a la oferta del grupo italiano.

Por entonces, el consejo de la CNMV ya conocía la opinión de Energía y Fomento acerca de la necesidad de que Atlantia solicitara autorizaciones para la compra de Abertis, tanto por las concesiones estatales que tiene en cartera la empresa que preside Salvador Alemany como por ser el accionista mayoritario del operador de satélites Hispasat (por cierto, en pleno proceso de venta a Red Eléctrica en una operación que está tutelando el propio Gobierno), considerado un activo estratégico en áreas como telecomunicaciones, defensa y seguridad. Tales consideraciones fueron remitidas al supervisor a finales de septiembre. Y aun así, la CNMV aprobó del folleto de Atlantia, pese a que no incluía unas autorizaciones que el grupo italiano no ha pedido.

Posible prevaricación
De esta forma, fuentes conocedoras de la situación apuntan que si la institución que preside Sebastián Albella cambia de opinión y decide revocar la aprobación del folleto no encontrará base en la que argumentar esta medida, salvo la presión del Ejecutivo con los requerimientos remitidos el pasado jueves.

Es más, ni siquiera podría agarrarse a la opinión de la Abogacía del Estado, toda vez que los propios departamentos de Energía y Fomento admitieron que la conclusión de los informes encargados a este organismo al respecto de la necesidad por parte de Atlantia de solicitar las autorizaciones no es tajante. En concreto, Abogacía del Estado apunta a que el criterio del Gobierno “no es completamente seguro”.

Es más, las citadas fuentes indican que, en este caso, el supervisor podría llegar a ser acusado de prevaricar.

La otra salida que le queda a la CNMV es ratificarse en sus posiciones y no modificar su aprobación del folleto de OPA de Atlantia, lo que iniciaría un proceso contencioso-administrativo en contra suya por parte del Gobierno. Y situaría a Albella en una situación un tanto delicada.

El mensaje de Moncloa: Atlantia no es bienvenida
Incluso en el seno del Gobierno no hay una posición unánime en torno a esta cuestión. Frente a la postura que mantienen los titulares de Energía y Fomento, Álvaro Nadal e Íñigo de la Serna, respectivamente, el ministro de Economía, Luis de Guindos, valoró positivamente en su día la decisión de la CNMV aprobar el folleto de la OPA de Atlantia, pese a los escritos remitidos por los otros dos departamentos. En opinión de Guindos, la postura del supervisor demostraba ampliamente su carácter de independiente.

Detrás de esta maniobra aparece el sentimiento de Moncloa contra la operación de compra de Abertis por parte de Atlantia. En su día, el mercado consideró que la oferta de ACS, lanzada a través de su filial alemana Hochtief, estaba en realidad apadrinada por el Gobierno, después de que el propio Ejecutivo hiciera valer su papel de accionista mayoritario en AENA con el fin de frustrar una propuesta del gestor aeroportuario (que salió del fondo TCI, poseedor de un 11% de la compañía) para lanzar una OPA competidora por la concesionaria de infraestructuras.

Fuentes del mercado aseguran que la maniobra del pasado jueves ha sido un mensaje definitivo a Atlantia: no es bienvenida para comprar Abertis. Hasta el punto de que a Moncloa parece no importarle sacrificar a la CNMV para lograr su objetivo: que sea finalmente ACS la que se lleve el gato al agua.

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