CMB- Saverco NV launches a voluntary and conditional public takeover offer on CMB

Banking, Finance, Markets, Shipfinance, Stock Markets — By on September 4, 2015 at 5:32 PM

 CMB house flagCMB NV (“CMB”) and its controlling shareholder Saverco NV (“Saverco”) announce that Saverco will launch a voluntary and conditional public takeover offer for all outstanding shares in CMB that are not currently held by Saverco or persons affiliated with Saverco. Currently, Saverco and the persons affiliated with Saverco, hold a total stake of 17, 781, 092 shares (or 50.80%) in CMB.

The bid price per share amounts to EUR 16.20. This bid price holds a premium of 20.45% to yesterday’s closing stock price. On 4 September 2015 KBC Bank NV, BNP Paribas Fortis NV and Belfius Bank NV have confirmed the unconditional and irrevocable availability of the funds that are required for the payment of the bid price for all outstanding shares that are not currently held by Saverco or persons affiliated with Saverco.

The takeover bid is subject to the fulfillment of a number of customary conditions, i.e. (i) that Saverco (together with its affiliated persons), as a result of the takeover bid, holds at least 90% of all shares in CMB, and (ii) no material adverse event occurs beyond the bidder’s control.

After the close of the bid, Saverco intends to launch a simplified squeeze-out bid, if the conditions for such a squeeze-out bid are met. Saverco has the intention to delist CMB from Euronext Brussels. Even if the conditions for the squeeze-out bid would not be met, Saverco reserves the right to apply for a delisting of CMB, which is possible, provided that Euronext Brussels grants its approval and the FSMA (Financial Services Market Authority) does not object.

The file including the draft prospectus will be filed with the FSMA in the following days. The availability of the prospectus will be communicated via the media in a later stage.

As the takeover bid is launched by the controlling shareholder of CMB, the independent directors of CMB have appointed ING Bank NV as independent expert to provide a valuation report in accordance with the applicable legal provisions. This valuation report will be attached as an annex to the prospectus.

The directors of CMB who are not affiliated with Saverco have unanimously decided to support and recommend the bid. The board of directors has thereafter adopted the same decision with unanimity. A detailed opinion will be set forth in the memory in reply, which will also be attached as an annex to the prospectus.

The most important advantages of the bid for the shareholders are the bid price and the immediate possibility for the shareholders to sell their shares, whereas this possibility is limited on the stock exchange due to the limited liquidity of the CMB share on Euronext Brussels.

Marc Saverys, chairman of Saverco, explains the main motives for the bid: “CMB’s public listing with its limited liquidity has become a handicap for the further development and long term strategy of the company in rapidly changing shipping markets. Through the privatisation of the company, CMB will be able to compete in a more efficient way with competitors from Asia and the United States by focusing on the consolidation and specialisation of the shipping segments in which the company is active. The delisting will also give CMB more flexibility in accessing alternative financing instruments.”

Saverco’s financial advisors are BNP Paribas Fortis NV, KBC Securities NV and Belfius Bank NV.

About Saverco

Saverco is a holding company active in shipping and the management of majority and minority company stakes. On the date of this press release, Saverco’s main assets are its shareholding in CMB and in Euronav NV.

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