Overview
- Directors unanimously concluded the proposed merger by absorption is coherent with Indra’s strategy, while stressing the decision is not transaction approval.
- Chair Ángel Escribano and director Javier Escribano recused themselves from the meeting due to conflicts of interest tied to their ownership of EM&E.
- The board plans to address the exchange ratio after 2025 audits expected around February, pushing negotiation of terms into the second quarter of 2026.
- Analyses considered reports from management, an ad hoc committee of independent directors, and external advisers Renaissance Strategic Advisors and Oliver Wyman, following earlier work by KPMG.
- Indra notified the CNMV, highlighted that economic terms and deal structure remain open, and noted a board that includes SEPI, Amber and SAPA as EM&E holds 14.3% of Indra and the state about 28%.