Agreement for the Acquisition of 42.06% of the Share Capital of CLASQUIN by SAS Shipping Agencies Services Sàrl (“SAS”)
March 21 2024 - 10:45AM
Business Wire
A Subsidiary of MSC Mediterranean Shipping
Company SA, 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 key management team
members.
Regulatory News:
Following the announcement of 4 December 20231, 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%2 of the share capital
of Clasquin SA (Paris:ALCLA), at a price of €142.03 per share3.
This price represents a premium of 13.17% over the last closing
price and 14.22% over the volume-weighted average over the 60
trading days preceding the announcement of the offer, and of 59.94%
to the last closing price and 70.42% over the volume-weighted
average over 60 trading days before the announcement of the entry
into exclusive negotiations between (i) Yves REVOL and OLYMP on the
one hand, and (ii) SAS on the other hand dated 4 December 2023.
The final legal documentation relating to the acquisition of the
shares held by 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 authorities4, 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, who have committed to
tender all of their Clasquin shares into SAS’ tender offer,
representing in aggregate c.8.5% of the share capital, in response
to SAS’s public tender offer.5
At its meeting on 15 March 2024, the CLASQUIN SA Board of
Directors set up an ad hoc committee comprising a majority of
independent directors tasked with proposing to the Board of
Directors the appointment of an independent expert in charge of
preparing a report on the financial terms of the offer. The name of
the expert will be communicated immediately after the appointment.
The ad hoc committee will monitor the work of the independent
expert and issue a recommendation on the offer to the Board of
Directors.
The CLASQUIN SA Board of Directors will meet again to issue a
substantiated opinion on the offer, after having reviewed the
independent expert’s report, the ad hoc committee’s recommendation
and the opinion of the CLASQUIN SA Social and Economic
Committee.
The CLASQUIN Group would continue to operate together with its
teams and under the Group’s brands (CLASQUIN, Timar, LCI-Clasquin
Cargolution, CVL, Exaciel, Art Shipping International and
Transports Petit in particular).
UPCOMING EVENTS (publication after-market closure)
- Thursday 25 April 2024: Q1 2024 business report
- Wednesday 5 June 2024: Combined Annual General Meeting
- Thursday 25 July 2024: Q2 2024 business report
- Tuesday 17 September 2024: H1 2024 results
- Tuesday 29 October 2024: Q3 2024 business report
CLASQUIN is an air and sea freight forwarding
and overseas logistics specialist. The Group designs and manages
the entire overseas transport and logistics chain, organising and
coordinating the flow of client shipments between France and the
rest of the world and, more specifically, to and from Asia-Pacific,
North America, North Africa and sub-Saharan Africa. Its shares are
listed on EURONEXT GROWTH, ISIN FR0004152882, Reuters ALCLA.PA,
Bloomberg ALCLA FP. Read more at www.clasquin.com. CLASQUIN
confirms its eligibility for the share savings plan for MSCs
(medium-sized companies) in accordance with Article D. 221-113-5 of
the French Monetary and Financial Code established by decree number
2014-283 of 4 March 2014 and with Article L. 221-32-2 of the French
Monetary and Financial Code, which set the conditions for
eligibility (less than 5,000 employees and annual sales of less
than €1,500m or balance sheet total of less than €2,000m). CLASQUIN
is listed on the Enternext© PEA-PME 150 index. LEI:
9695004FF6FA43KC4764
______________________________ 1 See CLASQUIN press release
dated 4 December 2023. 2 Currently representing 55.93% of the
voting rights based on a total number of theoretical voting rights
of 3,475,523. 3 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. 4 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. 5 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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CLASQUIN
Philippe LONS – Deputy Managing Director/Group CFO Domitille
CHATELAIN – Group Head of Communication & Marketing
CLASQUIN Group – 235 cours Lafayette – 69006 Lyon Tel.: +33 (0)4
72 83 17 00
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