EIFFAGE (EPA:FGR) - Announcement regarding negotiations between VINCI Concessions and Eiffage with a view to file simplified tender offer, followed by a squeeze-out, for the shares of Société Marseillaise du Tunnel Prado Carénage, if the conditions for implementation are
Transparency directive : regulatory news
31/03/2021 20:01
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Vélizy-Villacoublay and Rueil-Malmaison, on 31 March 2021
08:00 pm
Press release
Announcement regarding negotiations between VINCI Concessions and Eiffage with
a view to file simplified tender offer, followed by a squeeze-out, for the
shares of Société Marseillaise du Tunnel Prado Carénage, if the conditions
for implementation are met, at a price of 23.0 euros (cum dividend(1)) (2)
VINCI Concessions, which directly and indirectly holds 33.3% of the capital and
voting rights(3) of Société Marseillaise du Tunnel Prado Carénage ("SMTPC"
or the "Company"), and Eiffage, which directly and indirectly holds 32.9% of
the capital and voting rights3 of the Company, announce that they have entered
into negotiations with a view to enter into an agreement constituting a
concerted action between them with respect to the Company and providing in
particular, for the acquisition by the concert parties of the shares of the
Company not already held directly or indirectly by VINCI Concessions and
Eiffage. The completion of this agreement will be subject to the approval of
the relevant antitrust authorities and will occur after the consultation with
the Company's employee representative bodies.
VINCI Concessions and Eiffage will act in concert as from the completion of the
agreement that they intend to enter into and will accordingly file as soon as
possible a draft mandatory tender offer, under the simplified procedure, with
the Autorité des Marchés Financiers ("AMF"), which will be followed by a
squeeze-out if the conditions for its implementation are met. VINCI Concessions
and Eiffage would hold an equal stake in the Company's capital at the end of
the contemplated tender offer.
The contemplated draft tender offer that VINCI Concessions and Eiffage intend
to file jointly would be made at a price of 23.0 euros per SMTPC share (cum
dividend1). This price represents a premium of 30.3% over the closing trading
price of today, 41.7% over the volume-weighted average trading price over the
last 90 days and 43.8% over the volume-weighted average trading price over the
last 180 days.
The filing of the tender offer is subject to the entering into of the concert
agreement between VINCI Concessions and Eiffage and its completion as described
above, so that if no such agreement is entered into, VINCI Concessions and
Eiffage will not act in concert vis-à-vis the Company.
VINCI Concessions and Eiffage will communicate in due course in accordance with
applicable regulations.
Notes
(1) Dividend proposed to the SMTPC General Meeting to be held on 18 May 2021 of
EUR1.90 per share. Accordingly, the proposed price, would be adjusted to
EUR21.10 per share after the dividend payment.
(2) This price represents a premium of 30.3% over the closing trading price of
the date hereof and a premium of 41.7% over the volume-weighted average trading
price over the last 90 days.
(3) On the basis of SMTPC's 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 AMF's general regulations, as at 31 December 2020
VINCI CONTACT
Investor relations
Grégoire Thibault
Tel: +33 (0)1 47 16 45 07
gregoire.thibault@vinci.com
Alexandra Bournazel
Tel: +33 (0)1 47 16 33 46
alexandra.bournazel@vinci.com
Press contact
VINCI Press Office
Tél: +33 (0)1 47 16 31 82
media.relations@vinci.com
EIFFAGE CONTACT
Investor contact
Xavier Ombrédanne
Tél: + 33 (0)1 71 59 10 56
xavier.ombredanne@eiffage.com
Press contact
Sophie Mairé
Tél: + 33 (0)1 71 59 10 62
sophie.maire@eiffage.com