Andersen Advises Basque Consortium on Acquisition of 29.76% of Talgo

Andersen advised the Basque consortium formed by Clerbil, Finkatze Kapitala Finkatuz, Fundación Bancaria BBK and Fundación Bancaria Vital – Vital Banku Fundazioa on the acquisition of 29.76% of Talgo’s share capital, and on the related financing and corporate measures involving SEPI, Ekarpen Private Equity and a syndicate of banks. The transaction comprised the purchase of 29.76% of Talgo from Pegaso Transportation International and minority shareholders for €156,675,604. In addition, the transaction package included a €45,000,000 capital increase in Talgo subscribed and paid up by the state-owned SEPI; the issue and subscription of convertible bonds for €105,000,000 in favour of Ekarpen Private Equity, Clerbil, Fundación Bancaria BBK, Fundación Bancaria Vital – Vital Banku Fundazioa and SEPI; and the refinancing of Patentes Talgo for €770,000,000 by a syndicate of banks that included, among others, Banco Bilbao Vizcaya Argentaria (BBVA), Caixabank and ICO. The transaction also contemplates the participation of CESCE through the granting of hedging instruments of up to €500,000,000. The total value of the transaction amounts to €1.12 billion. Talgo’s Shareholders’ Meeting authorised the transaction on 12 December 2025. After satisfaction of the conditions precedent, the closing took place at the Carlton Hotel in Bilbao on 17 December 2025. On the same day, Talgo’s Board of Directors appointed Javier Gómez Domínguez, partner at Andersen, as Secretary of the Board and Miguel Pérez as deputy Secretary. The Board also appointed José Antonio Jainaga Gómez and Maite Echarri López as external proprietary directors, who joined the board at that meeting. Andersen represented the Basque consortium (Clerbil; Finkatze Kapitala Finkatuz; Fundación Bancaria BBK; Fundación Bancaria Vital – Vital Banku Fundazioa) and advised on the related capital increase, convertible bond issuance and refinancing, with a team composed by: Javier Gómez Domínguez, partner (Commercial/M&A); Miguel Pérez López, senior associate (Commercial/M&A); and Ana Cuerda Yepes, lawyer (Commercial/M&A).

Andersen Advises Basque Consortium on Acquisition of 29.76% of Talgo

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