The Portuguese company Sodim, which already controls over 73% of Semapa, pays a cash consideration of 11.40 euros per share.
Sodim has just launched a voluntary public takeover for Semapa, which it already controls over 73% of the capital, the company informed the market on Thursday. The deal values Semapa at almost 930 million euros.
The holding company of the Queiroz Pereira family pays a cash consideration of 11.40 euros for each share it does not hold in Semapa, which represents a premium of 20% on Thursday’s closing price and 37.2% compared to the average price over the last six months.
According to the preliminary announcement shared at the Portuguese Securities Market Commission (CMVM), Sodim holds, directly and through Cimo, 58,438,334 shares representing 71.906% of Semapa’s share capital and 73.167% of Semapa’s voting rights.
“It is a condition to the success of the Offer that the Offeror (Sodim) comes to hold, as a consequence of the Offer, a minimum of 90% of the voting rights of the Target (Semapa). The Offeror reserves the right to, at its absolute discretion, in the 24 hours following the determination of the results of the Offer,” said the company in a statement.
If, as a result of this Tender Offer, Sodim obtains at least 90% of Semapa voting rights and guarantees 90% of the 22,831,666 Semapa shares, it will use the squeeze-out mechanism to acquire Semapa shares that remain held by other shareholders.
However, if Sodim does not acquire 90% of the shares but still holds at least 90% of Semapa’s voting rights, it will promote the loss of Semapa’s status as a public company and its delisting.
In any case, Sodim reserves the right not to proceed with the squeeze-out process if the consideration determined for these processes is higher than the consideration paid in the offer of 11.40 euros per share.
Millennium BCP and Caixa BI are financial advisors and financial intermediaries in charge of assisting the offer, JPMorgan is the financial advisor and Linklaters is the legal advisor to Sodim.