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
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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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240328244396/en/
Contacts:
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
