Press Release of SAS Shipping Agencies Services Sàrl1
March 21 2024 - 11:46AM
Business Wire
Agreement for the acquisition of 42.06% of
the share capital of Clasquin by SAS, at a price of €142.03 per
Clasquin share followed by a tender offer on the remaining shares
of Clasquin
8.5% of Clasquin’s share capital are already
committed into the offer, with the support of the key management
team members.
Regulatory News:
Following the announcement of 4 December 20232, SAS Shipping
Agencies Services Sàrl ("SAS"), a subsidiary of MSC Mediterranean
Shipping Company SA, confirms that it has entered into a put option
agreement for the acquisition of the shares held by Mr. Yves REVOL
and OLYMP in Clasquin SA, representing 42.06% of the share capital3
of Clasquin SA, at a price of EUR 142.03 per share4.
This price represents a premium of 13.17% to the last closing
price and 14.22% to the volume-weighted average over 60 trading
days before announcement of the offer, and of 59.94% to the last
closing price and 70.42% to the volume-weighted average over 60
trading days before the announcement of the entry into exclusive
negotiations between Mr. Yves REVOL and OLYMP, on the one hand, and
SAS, on the other hand dated 4 December 2023.
The final legal documentation relating to the acquisition of the
shares held by Mr. Yves REVOL and OLYMP will be concluded after
completion of the information and consultation procedures with the
relevant employee representative bodies of Clasquin.
Completion of the transaction, which will be subject to
obtaining clearances from the competent regulatory authorities5 ,
is expected to happen by year end.
SAS will thereafter file a tender offer with the Autorité des
Marchés Financiers(AMF) for the remaining shares in the capital of
Clasquin, at the same price of EUR 142.03 per share. SAS intends to
proceed with a squeeze-out should applicable conditions be met upon
closing of the offer.
The transaction is supported by the Chief Executive Officer of
Clasquin and other key management team members, who have committed
to tender all of their Clasquin shares into SAS’tender offer,
representing in aggregate c.8.5% of the share capital6.
1 11B, Boulevard Joseph II, L - 1840 Luxembourg. 2 See
Clasquin’s press release of 4 December 2023. 3 Currently
representing 55.93% of the voting rights based on a total number of
theoretical voting rights of 3,475,523. 4 The price of the block
will be subject to downward adjustment in the event of leakage
(including distribution), in particular before completion of the
block. 5 The transaction is subject to merger control clearances in
the European Union and in certain other jurisdictions as well as
foreign direct investment control in France; such regulatory
condition is to the benefit of all parties and can only be waived
by all parties. Other conditions precedent include the absence of
material adverse event and the obtaining of material third party
consents (both conditions being to the benefit of the purchaser,
which may waive them at its discretion) as well as other customary
conditions precedent. 6 The tender commitments will lapse in the
event of a competing offer made at a price higher than SAS’ tender
offer and cleared (déclarée conforme) by the AMF, unless SAS
decides to improve upon the terms of the competing offer under the
conditions set forth in the AMF General Regulation.
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