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
In Vélizy-Villacoublay and Rueil Malmaison, 23 April 2021
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 € 23.0 per share (cum dividend1)2
Following the discussions announced on 31 March 2021, VINCI Concessions, which directly and indirectly holds 33.29% of the share capital and voting rights3 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.
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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.