VINCI Concessions and Eiffage enter into an agreement for exclusive negotiations with a view to file a simplified tender offe...
23 Abril 2021 - 10:45AM
VINCI Concessions and Eiffage enter into an agreement for exclusive
negotiations with a view to file a simplified tender offer,
followed by a squeeze-out, if the conditions for implementation are
met, for the shares of Société Marseillaise
In Vélizy-Villacoublay and Rueil Malmaison, 23
April 2021
Press release
VINCI Concessions and
Eiffage enter into an
agreement for exclusive negotiations with a view
to file a simplified tender offer, followed by a squeeze-out, if
the conditions for implementation are met, for the
shares of Société Marseillaise du Tunnel Prado
Carénage at a price of € 23.0 per share
(cum
dividend1)2
Following the discussions announced on 31 March
2021, VINCI Concessions, which directly and indirectly holds 33.29%
of the share capital and voting rights3 of Société Marseillaise du
Tunnel Prado Carénage ("SMTPC" or the "Company"), and Eiffage,
which directly and indirectly holds 32.92% of the share capital and
voting rights3 of the Company, announce that they entered into a
memorandum of understanding (protocole d’intentions) on 23 April
2021, providing for exclusive negotiations with a view to enter
into a concerted agreement to jointly acquire the balance of the
shares of the Company.
The final agreements would be entered into after
the information and consultation process with the employee
representative bodies of VINCI Concessions and the Company. The
completion of these agreements will remain subject to the approval
of the relevant antitrust authorities. Thus, VINCI Concessions and
Eiffage will only act in concert if the final agreements are signed
and these authorizations are obtained.
Upon completion of these agreements, VINCI
Concessions and Eiffage
- acting in
concert, will gain control of the Company and will jointly
determine the decisions regarding the Company, among the Company's
governance bodies, in accordance with the shareholders’ agreement
described below;
- as a
consequence, will file, as soon as possible, a draft tender offer,
under the mandatory simplified procedure, with the French Autorité
des Marchés Financiers ("AMF"), which will be followed by a
squeeze-out if the conditions for implementation are met. These
transactions would also reduce or exempt the Company from the
regulatory and administrative constraints related to the listing of
the Company's shares on the regulated market of Euronext Paris by
implementing a squeeze-out or, alternatively, by transferring the
listing of the Company's shares to Euronext Growth; and
- will hold an
equal stake in the Company's share capital after the contemplated
tender offer.
The main other features of the contemplated
tender offer, which could be filed in the last four months of 2021,
would be as follows:
- the purchase
price would be equal to 23.0 euros per SMTPC share (cum dividend1).
This price represents a premium of 30.3% over the closing trading
price on 31 March 20215, 41.7% over the volume-weighted average
trading prices over the 90 days preceding 31 March 20215 and 43.8%
over the volume-weighted average trading prices over the 180 days
preceding 31 March 20215 (VINCI Concessions and Eiffage did not
purchase any share of the Company over the last 12 months);
- for the twelve
months following the conformity decision of the potential tender
offer, VINCI Concessions and Eiffage would intend to continue the
business and development of the Company and the directions taken by
the Company’s board of directors, without any particular impact on
the Company's industrial, commercial or dividend policy, nor on the
employment policy (in particular with respect to the workforce and
human resources management); and
- it will be the
subject of a report of an independent expert appointed by the
Company, regarding the financial terms of the tender offer and a
conformity decision from the AMF.
The main features of the shareholders’ agreement
(the "Shareholders' Agreement") that would be entered into between
the parties would be as follows:
- Term: the
Shareholders’ Agreement would be entered for a term equal to the
duration of the Prado Carénage tunnel concession managed by the
Company, increased by three years (subject to usual
exceptions);
- Composition of
the board of directors as long as the Company is listed on Euronext
Paris: unchanged;
- Composition of
the board of directors as from the transfer on Euronext Growth:
each of the parties to the Shareholders' Agreement could propose
the appointment of a number of directors proportional to its stake
in the Company's share capital4; they could also jointly propose
the appointment of up to two additional directors, at least one of
whom would be independent;
- Majority:
certain important decisions of the board of directors would be
adopted by a two-thirds majority (with the positive vote from at
least one representative of VINCI Concessions and Eiffage, as long
as the Company is listed on Euronext Paris); each of VINCI
Concessions and Eiffage would therefore have a veto right regarding
these decisions as long as it holds at least one third of the
Company's share capital;
- Obligation to
consult: an obligation by the parties to consult one another prior
to the meetings of the board of directors and the general meeting
of the Company, in order to reach, to the fullest extent possible,
a common position regarding the proposed decisions;
- Transfer
restrictions (excluding transfer to affiliates): the Shareholders’
Agreement would provide for restrictions to the transfer of shares
in the Company by the parties as well as a right of first refusal
and a drag along right in certain cases.
In the event of the completion of these
agreements, VINCI Concessions and Eiffage, developers of the
Prado-Carenage tunnel and shareholders of the Company since 1989,
will strengthen their local presence as private partners of public
interest and will take another step forward in their involvement in
the Company, by taking control of the Company through a concerted
action.
Notes
1 Dividend proposed to the SMTPC General
Meeting to be held on 18 May 2021 of € 1.90 per share. Accordingly,
the proposed price would be adjusted to € 21.10 per share after the
dividend payment.
2 This price represents a premium of 30.3% over
the closing trading price on 31 March 2021 (date on which
negotiations between VINCI Concessions and Eiffage regarding SMTPC
have been announced) and of 41.7% over the volume-weighted average
trading prices over the 90 days preceding 31 March 2021.
3 On the basis of SMTPC's share capital
consisting of 5,837,500 shares representing the same number of
theoretical voting rights in accordance with the provisions of
article 223-11 of the French Réglement Général de l’AMF, as of 31
December 2020.
4 None if the shareholding is lower or equal to
10% of the Company's share capital, 1 director if it is between 10%
(excluded) and 20% (included) of the Company's share capital, 2
directors if it is between 20% (excluded) and 30% (included) of the
Company's share capital, 3 directors if it is between 30%
(excluded) and 40% (included) of the Company's share capital, 4
directors if the shareholding exceeds 40% of the Company’s share
capital.
5 31 March 2021 is the date on which
negotiations between VINCI Concessions and Eiffage regarding SMTPC
have been announced.
About VINCI
VINCI is a global player in concessions,
construction and energy businesses, employing more than 217,000
people in some 100 countries. We design, finance, build and operate
infrastructure and facilities that help improve daily life and
mobility for all. Because we believe in all-round performance, we
are committed to operating in an environmentally, socially
responsible and ethical manner. And because our projects are in the
public interest, we consider that reaching out to all our
stakeholders and engaging in dialogue with them is essential in the
conduct of our business activities. Based on that approach, VINCI’s
ambition is to create long-term value for its customers,
shareholders, employees, partners and society in general.
www.vinci.com
About
Eiffage Eiffage is one of
Europe’s leading construction and concessions companies. The
Group’s activities are organised around the following business
lines: construction, real estate and urban development, civil
engineering, metal, roads, energy and concessions. Thanks to the
experience of more than 72,000 employees, Eiffage generated revenue
of €16.3 billion in 2020, of which 26.5% was outside France.
www.eiffage.com
CONTACT AT
VINCI |
|
Investors relationsGrégoire
ThibaultTel: +33 (0)1 47 16 45
07gregoire.thibault@vinci.com Alexandra
BournazelTel: +33 (0)1 47 16 33
46alexandra.bournazel@vinci.com |
Press contactService de presse
VINCITél. : +33 (0)1 47 16 31 82media.relations@vinci.com |
CONTACT
AT EIFFAGE |
|
Investors contactXavier
OmbrédanneTél. : + 33 (0)1 71 59 10
56xavier.ombredanne@eiffage.com |
Press contactSophie
MairéTél. : + 33 (0)1 71 59 10 62sophie.maire@eiffage.com |
- CPVINCIEIFFAGE_SMTPC_20210423_VA
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