By Jesús Aguado
MADRID (Reuters) -Naturgy said on Friday its main shareholders will not tender their shares, although its board considers the 4.9 billion euros ($5.76 billion) bid from the Australian fund IFM to acquire a 22.69% stake in the Spanish energy group to be reasonable.
The bid is subject to securing at least 17% in the Spanish energy group, although IFM said in its prospectus filed last week it could decide to lower the minimum threshold to 10%.
The three main shareholders in Naturgy hold more than a combined 67% of the energy group.
The energy group said in a filing that from a financial point of view and in the current circumstances, the price of the offer is reasonable but it added that it had to also assess the possible impact on corporate governance, without giving any details.
In its prospectus filed last week, IFM said it intended to appoint two board members without increasing the overall number of the current 12 executives on Naturgy's board.
After stripping out dividend payments, IFM is offering 22.07 euros per share, down from an original 23 euros per share offer. Shares in Naturgy closed on Friday at 21.590 euros.
A source with knowledge of the matter said that taking into account stakes held by some board members in Naturgy, treasury stock and a 3.85% stake held by Algeria's state-owned oil company Sonatrach, which is aligned with the board's assessment, more than 70% of Naturgy's shareholders would not sell.
Besides Criteria, which currently holds almost 26% in the energy group, Naturgy's main shareholders are private equity funds CVC and GIP with stakes of 20.7% and 20.64%, respectively.
Criteria, the main shareholder of Caixabank, is fully owned by the foundation of former savings bank La Caixa.
Naturgy's shareholders have until Oct. 8 to accept the offer.
In its filing to the supervisor, Naturgy also warned that its shares could be negatively impacted, like peers Endesa and Iberdrola, by measures approved by the government this week to redirect billions of euros in extraordinary profits from the industry to consumers.
IFM said in a statement its offer was "excellent news" for Naturgy shareholders particularly when current regulatory uncertainty was causing the weak performance of Naturgy's competitors' shares.
"While the sector is in decline, and the share prices of Naturgy's main competitors underperform, Naturgy's shareholders can benefit from IFM's attractive GIF Offering," it added.
(Reporting by Jesús Aguado; additional reporting Graham Keeley editing by Louise Heavens, Elaine Hardcastle and Marguerita Choy)