The family of Nicolas Saverys announced on Monday that its holding company Saverex intends to acquire the Belgian-based Exmar NV offering a price of €12.10 per share, paid in cash. The intention is to buy the remaining 30,319,382 shares or 50.96% in Exmar, as already owns shares in the company.
Saverex, the holding company of the family of Nicolas Saverys, which is active in the international shipping industry, and its main asset of Saverex is its shareholding in Exmar, has informed the board of directors of Exmar about its intentions to launch a voluntary and conditional public takeover bid for all shares and share options issued by Exmar, not already owned by it or persons affiliated with it.
Saverex currently owns 26,899,431 shares in Exmar (or 45.21%). Exmar, which is considered a person affiliated with Saverex, owns 2,273,263 treasury shares (or 3.82%). Nicolas Saverys, which is also considered a person affiliated with Saverex, owns 7,924 shares in Exmar (or 0.01%). The Bid would thus relate to the remaining 30,319,382 shares (or 50.96%) in Exmar.
The Bid would be made at a price of €12.10 per share, and would be paid in cash. This represents a premium of 24.74% to the closing price of Exmar as of Friday. This price would imply a premium of 33.19%, 44.01%, 34.12% and 46.03% respectively over the one-month, three-month, six-month and twelve-month volume weighted average prices of the Exmar share on the regulated market of Euronext Brussels.
Euronext Brussels-listed Exmar NV, a company operating worldwide primarily involved in LNG, Offshore and LPG supply chain solutions, said the Bid would be made subject to a number of conditions, including an acceptance threshold of 95% and customary material adverse change protection.
“If Exmar’s annual general meeting of 16 May 2023 approves the payment of a gross dividend of EUR 1.00 per share as proposed by Exmar’s board of directors and the ex-dividend date (22 May 2023) falls prior to the date of payment of the bid price, the bid price per share is announced to be reduced by the gross amount of such dividend, before any applicable tax deduction.” as Exmar writes in a press release.
If Saverex decides to formally launch a voluntary and conditional public takeover bid, it will submit a file for this purpose with the FSMA (including a draft prospectus). The board of directors of Exmar will then review that draft prospectus and further explain its position in a response memorandum. If Saverex decides not to proceed with the Bid, it will promptly communicate this in accordance with the applicable rules, as it is furthermore said.