Signing of the Sale Agreement for the Acquisition of 42.06% of the Share Capital of Clasquin by SAS Shipping Agencies Services Sàrl (“SAS”)
March 28 2024 - 12:45PM
Business Wire
Regulatory News:
Following the press releases dated 4 December 2023 and 21 March
20241 and after completion of the information and consultation
procedures with the relevant employee representative bodies of
Clasquin (Paris:ALCLA), which issued a favourable opinion, Yves
REVOL, OLYMP and SAS Shipping Agencies Services Sàrl (“SAS”), a
subsidiary of MSC Mediterranean Shipping Company SA, have signed a
sale agreement for the acquisition of 42.06%2 of the share capital
of Clasquin by SAS, at a price of EUR 142.03 per share3.
As a reminder:
- Completion of the transaction, which will be subject to
obtaining clearances from the competent regulatory authorities4, is
expected to happen by year end;
- Upon completion of the transaction, SAS will 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. This draft offer will be submitted to the AMF
for approval;
- 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 capital5.
- The name of the independent expert tasked with preparing a
report on the financial terms of the offer will be communicated
immediately after its appointment by the Clasquin Board of
Directors, on the recommendation of the ad hoc committee comprising
a majority of independent directors. Clasquin’s 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 Social
and Economic Committee (see Clasquin press release dated 21 March
2024).
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’s press
releases dated 4 December 2023 and 21 March 2024. 2 Currently
representing 55.93% of the voting rights based on a total of
3,475,523 theoretical voting rights. 3 The price of the block will
be subject to downward revision in the event of leakage (including
distribution), in particular before completion of the sale of the
block. 4 The transaction is subject to regulatory approvals for the
control of consolidations within the European Union and certain
other jurisdictions, as well as the control of foreign investments
in France; this regulatory condition is for the benefit of all
parties and can only be waived by mutual agreement. Other
conditions precedent have been stipulated, including the absence of
material adverse events and obtaining third-party consent on
important matters (both conditions being for the benefit of the
buyer, who may waive said conditions 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
Clasquin (EU:ALCLA)
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