Neinor Homes S.A. Receives CNMV Approval for Mandatory Takeover Bid of Aedas Homes

The Comisión Nacional del Mercado de Valores (CNMV) has formally authorised the mandatory takeover bid (OPA) that Neinor Homes S.A. launched for Aedas Homes S.A. The decision, published on 28 January 2026, represents the final regulatory clearance for Neinor’s largest acquisition effort to date.

Details of the Offer

  • Target Company: Aedas Homes S.A.
  • Bidder Entity: Neinor DMP BidCo, S.A.U. (the special purpose vehicle created by Neinor Homes for the transaction).
  • Scope of the Offer: The bid covers 100 % of Aedas Homes’ issued capital, comprising 43 700 000 shares.
  • Excluded Shares: 34 610 761 shares, representing 79.20 % of the capital, have been immobilised by the bidder under a prior voluntary offer approved by the CNMV on 26 November 2025. Consequently, the effective target of the OPA is 9 089 239 shares (20.80 % of Aedas Homes’ capital).
  • Offer Price: €24.00 per share, payable in cash. The price was set in accordance with the fair‑price rules of Articles 110 of the Securities Market Regulations and 9 of the Royal Decree on take‑over bids.
  • Financing and Guarantees:
  • A cash deposit of €118 141 736 held in Banco Santander.
  • Two guarantees totaling €100 million issued by Banco Santander and BBVA.
  • Acceptance Period: 29 calendar days from the first announcement with the essential offer details, ending on a trading day.
  • Post‑Acceptance Actions:
  • If mandatory acquisition conditions are met, the bidder will demand the sale of remaining shares, triggering a trading exclusion.
  • If conditions are not met, the bidder may either keep the shares listed, exclude them, or, if a higher exclusion offer is made, accept that offer.

Strategic Context

Aedas Homes operates within the Spanish real‑estate market, focusing on the development, promotion, rental, and management of residential properties. By acquiring Aedas, Neinor Homes aims to consolidate its position as the largest real‑estate promoter in Spain. The transaction will expand Neinor’s land portfolio across Madrid, Guadalajara, Catalonia, the Basque Country, Valencia, Balearic, and Andalusia, and enhance its operational capacity in development, asset management, and rental services.

Market Impact

  • Share Price: As of 26 January 2026, Neinor Homes shares closed at €19.30, with a 52‑week high of €19.58 and a low of €11.
  • Market Capitalisation: €1.901 billion.
  • Price‑to‑Earnings Ratio: 26.06.

The CNMV’s approval removes the final regulatory hurdle for Neinor Homes, potentially accelerating the integration of Aedas’ operations and assets. Investors will likely monitor the subsequent steps, including the completion of the mandatory acquisition and the strategic realignment of Neinor’s portfolio.