Talgo's shareholders have approved the financial restructuring allowing the Basque Government, Sidenor, and SEPI to take control of the company. The deal involves Trilantic's exit and entry of new Basque and state investors. The process aims to stabilize the firm after two years of uncertainty.
On Friday, in an extraordinary shareholders' meeting held in Madrid, Talgo's shareholders approved the company's new financing structure with over 97% of votes. This decision marks the final stretch of the sale operation initiated by Pegaso, the vehicle of the Trilantic fund, which is divesting its majority stake after more than two years of complex negotiations.
The Basque consortium, comprising the Basque Government through Finkatuz, the steel company Sidenor, and the BBK and Vital foundations (linked to Kutxabank), will acquire 29.7% of the capital for 156.67 million euros at 4.25 euros per share. SEPI will enter with 7.8% of the shareholding. Juan Antonio Sánchez Corchero, president of the Alavese business association SEA, will represent the state company on the new board of directors, reduced to eight members, fulfilling the request of PSE-EE leader Eneko Andueza for a Basque director.
Approvals include a capital increase through the issuance of 10,588,235 new shares for a nominal amount of 3.18 million euros, as well as the issuance of 300 convertible bonds for 30 million and 750 for 75 million. Additionally, a syndicated financing contract of up to 770 million euros will be formalized (650 million with partial CESCE guarantee and 120 million revolving) and a line of guarantees up to 500 million with CESCE guarantee.
Outgoing president Carlos Palacio Oriol defended the operation: «The approval and execution of these operations are indispensable to preserve the future of the Company and the Talgo Group. Moreover, they demonstrate the board of directors' clear commitment to protecting the different interest groups: shareholders, who require a stable and transparent framework; workers, who need job security and continuity; clients, who demand confidence in the Company's ability to meet its commitments; and creditors, who need guarantees of financial sustainability».
The process has been impacted by shareholding uncertainty, which has deteriorated Talgo's competitive and financial position. The preliminary agreement was announced in February 2025. Additionally, the Government rejected a Hungarian takeover bid at 5 euros per share, which Pegaso challenged in court. The imputation case against Sidenor's president, José Antonio Jainaga, for alleged steel sales for weapons to Israel adds complexity, pending judicial resolution. The registered office will move to Álava, where Talgo has a plant, and all procedures are expected to close before Christmas Eve.
