Exmar NV has been informed by Saverex NV (“Saverex”) that Saverex intends to launch a voluntary and conditional public takeover bid for all shares and share options issued by Exmar not already owned by it or persons affiliated with it (the “Bid”).
The Bid would be made at a price of EUR 12.10 per share, and would be paid in cash. A copy of the press release of Saverex can be found here: Saverex press release.
The price of EUR 12.10 per share represents a premium of 24.74% to the closing price of Exmar as at 31 March 2023. This price would imply a premium of 33.19%, 44.01%, 34.12% and 46.03% respectively over the one-month, three-month, six-month and twelve-month volume weighted average prices (VWAP) of the Exmar share on the regulated market of Euronext Brussels.
If Exmar’s annual general meeting of 16 May 2023 approves the payment of a gross dividend of EUR 1.00 per share as proposed by Exmar’s board of directors and the ex-dividend date (22 May 2023) falls prior to the date of payment of the bid price, the bid price per share is announced to be reduced by the gross amount of such dividend (before any applicable tax deduction).
Saverex currently owns 26,899,431 shares in Exmar (or 45.21%). Exmar, which is considered a person affiliated with Saverex, owns 2,273,263 treasury shares (or 3.82%). Nicolas Saverys, which is also considered a person affiliated with Saverex, owns 7,924 shares in Exmar (or 0.01%). The Bid would thus relate to the remaining 30,319,382 shares (or 50.96%) in Exmar.
The Bid would be made subject to a number of conditions, including an acceptance threshold of 95% and customary material adverse change protection. Exmar understands that, if following the Bid, Saverex and persons acting in concert with it hold at least 95% of the shares in Exmar and have acquired, as a result of the acceptance of the Bid, at least 90% of the shares that are subject to the Bid, Saverex intends to launch a simplified squeeze-out bid.
Saverex has informed the board of directors of Exmar about its intentions to launch the Bid. Subject to their review of the prospectus, the board of directors have unanimously resolved to support and recommend the Bid. The independent directors of Exmar have appointed Degroof Petercam Corporate Finance SA as independent expert to draw up an independent expert report in accordance with article 23 of the Royal Decree of 27 April 2007 on public takeover bids (the “Takeover Decree”). A detailed opinion of the board of directors will be set forth in the response memorandum.
This announcement does not constitute a formal notification of a voluntary public takeover bid within the meaning of the Takeover Decree and the Law of 1 April 2007 on public takeover bids.
If Saverex decides to formally launch a voluntary and conditional public takeover bid, it will submit a file for this purpose with the FSMA (including a draft prospectus). The board of directors of Exmar will then review that draft prospectus and further explain its position in a response memorandum. If Saverex decides not to proceed with the Bid, it will promptly communicate this in accordance with the applicable rules.
Saverex is being assisted in respect of the Bid by KBC Securities NV and BNP Paribas Fortis SA/NV as financial advisors, by Belfius Bank SA/NV as centralizing and receiving agent and by Argo Law as legal advisor. The independent directors of Exmar are being assisted by Allen & Overy LLP as legal advisor and have appointed Degroof Petercam Corporate Finance SA as independent expert in accordance with article 23 of the Takeover Decree.