EIFFAGE (EPA:FGR) - VINCI Concessions and Eiffage enter into an agreement for exclusive negotiations with a view to file a simplified tender offer, followed by a squeeze-out, if the conditions for implementation are met, for the shares of SMTPC

Transparency directive : regulatory news

23/04/2021 17:45

In Vélizy-Villacoublay and Rueil-Malmaison, on 23 April 2021
5:45 pm

                                Press release

     VINCI Concessions and Eiffage enter into an agreement for exclusive
  negotiations with a view to file a simplified tender offer, followed by a
squeeze-out, if the conditions for implementation are met, for the shares of
   Société Marseillaise du Tunnel Prado Carénage at a price of EUR 23.0 per
                        share (cum dividend)(1))(2)

Following the discussions announced on 31 March 2021, VINCI Concessions, which
directly and indirectly holds 33.29% of the share capital and voting rights(3)
of Société Marseillaise du Tunnel Prado Carénage ("SMTPC" or the "Company"),
and Eiffage, which directly and indirectly holds 32.92% of the share capital
and voting rights3 of the Company, announce that they entered into a memorandum
of understanding (protocole d'intentions) on 23 April 2021, providing for
exclusive negotiations with a view to enter into a concerted agreement to
jointly acquire the balance of the shares of the Company.

The final agreements would be entered into after the information and
consultation process with the employee representative bodies of VINCI
Concessions and the Company. The completion of these agreements will remain
subject to the approval of the relevant antitrust authorities. Thus, VINCI
Concessions and Eiffage will only act in concert if the final agreements are
signed and these authorizations are obtained.

Upon completion of these agreements, VINCI Concessions and Eiffage

* acting in concert, will gain control of the Company and will jointly
determine the decisions regarding the Company, among the Company's governance
bodies, in accordance with the shareholders' agreement described below;

* as a consequence, will file, as soon as possible, a draft tender offer, under
the mandatory simplified procedure, with the French Autorité des Marchés
Financiers ("AMF"), which will be followed by a squeeze-out if the conditions
for implementation are met. These transactions would also reduce or exempt the
Company from the regulatory and administrative constraints related to the
listing of the Company's shares on the regulated market of Euronext Paris by
implementing a squeeze-out or, alternatively, by transferring the listing of
the Company's shares to Euronext Growth; and

* will hold an equal stake in the Company's share capital after the
contemplated tender offer.

The main other features of the contemplated tender offer, which could be filed
in the last four months of 2021, would be as follows:

* the purchase price would be equal to 23.0 euros per SMTPC share (cum
dividend(1)). This price represents a premium of 30.3% over the closing trading
price on 31 March 2021(5), 41.7% over the volume-weighted average trading
prices over the 90 days preceding 31 March 2021(5) and 43.8% over the
volume-weighted average trading prices over the 180 days preceding 31 March
2021(5) (VINCI Concessions and Eiffage did not purchase any share of the
Company over the last 12 months);

* for the twelve months following the conformity decision of the potential
tender offer, VINCI Concessions and Eiffage would intend to continue the
business and development of the Company and the directions taken by the
Company's board of directors, without any particular impact on the Company's
industrial, commercial or dividend policy, nor on the employment policy (in
particular with respect to the workforce and human resources management); and

* it will be the subject of a report of an independent expert appointed by the
Company, regarding the financial terms of the tender offer and a conformity
decision from the AMF.

The main features of the shareholders' agreement (the "Shareholders'
Agreement") that would be entered into between the parties would be as
follows:

* Term: the Shareholders' Agreement would be entered for a term equal to the
duration of the Prado Carénage tunnel concession managed by the Company,
increased by three years (subject to usual exceptions);

* Composition of the board of directors as long as the Company is listed on
Euronext Paris: unchanged;

* Composition of the board of directors as from the transfer on Euronext
Growth: each of the parties to the Shareholders' Agreement could propose the
appointment of a number of directors proportional to its stake in the Company's
share capital(4); they could also jointly propose the appointment of up to two
additional directors, at least one of whom would be independent;

* Majority: certain important decisions of the board of directors would be
adopted by a two-thirds majority (with the positive vote from at least one
representative of VINCI Concessions and Eiffage, as long as the Company is
listed on Euronext Paris); each of VINCI Concessions and Eiffage would
therefore have a veto right regarding these decisions as long as it holds at
least one third of the Company's share capital;

* Obligation to consult: an obligation by the parties to consult one another
prior to the meetings of the board of directors and the general meeting of the
Company, in order to reach, to the fullest extent possible, a common position
regarding the proposed decisions;

* Transfer restrictions (excluding transfer to affiliates): the Shareholders'
Agreement would provide for restrictions to the transfer of shares in the
Company by the parties as well as a right of first refusal and a drag along
right in certain cases.

In the event of the completion of these agreements, VINCI Concessions and
Eiffage, developers of the Prado-Carenage tunnel and shareholders of the
Company since 1989, will strengthen their local presence as private partners of
public interest and will take another step forward in their involvement in the
Company, by taking control of the Company through a concerted action.

Notes

(1) Dividend proposed to the SMTPC General Meeting to be held on 18 May 2021 of
EUR 1.90 per share. Accordingly, the proposed price would be adjusted to EUR
21.10 per share after the dividend payment.

(2) This price represents a premium of 30.3% over the closing trading price on
31 March 2021 (date on which negotiations between VINCI Concessions and Eiffage
regarding SMTPC have been announced) and of 41.7% over the volume-weighted
average trading prices over the 90 days preceding 31 March 2021.

(3) On the basis of SMTPC's share 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 French Réglement Général de l'AMF,
as of 31 December 2020.

(4) None if the shareholding is lower or equal to 10% of the Company's share
capital, 1 director if it is between 10% (excluded) and 20% (included) of the
Company's share capital, 2 directors if it is between 20% (excluded) and 30%
(included) of the Company's share capital, 3 directors if it is between 30%
(excluded) and 40% (included) of the Company's share capital, 4 directors if
the shareholding exceeds 40% of the Company's share capital.

(5) 31 March 2021 is the date on which negotiations between VINCI Concessions
and Eiffage regarding SMTPC have been announced.

CONTACT AT VINCI

Investors relations           Press contact
Grégoire Thibault           Service de presse VINCI
Tel: +33 (0)1 47 16 45 07   Tél. : +33 (0)1 47 16 31 82
gregoire.thibault@vinci.com       media.relations@vinci.com

Alexandra Bournazel
Tel: +33 (0)1 47 16 33 46
alexandra.bournazel@vinci.com

CONTACT AT EIFFAGE

Investors 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

EIFFAGE's latest news

11/03/2024 18:10

EIFFAGE (EPA:FGR) - VINCI Concessions and Eiffage enter into an agreement for exclusive negotiations with a view to file a simplified tender offer, followed by a squeeze-out, if the conditions for implementation are met, for the shares of SMTPC

Transparency directive : regulatory news

EIFFAGE's latest news

Other stories