Agreement for the Acquisition of 42.06% of the Share Capital of CLASQUIN by SAS Shipping Agencies Services Sàrl (“SAS”)

Regulatory News:

Following the announcement of 4 December 2023¹, SAS Shipping Agencies Services Sàrl (“SAS”), a subsidiary of MSC Mediterranean Shipping Company SA, confirms that it has entered into a put option agreement for the acquisition of the shares held by Mr. Yves REVOL and OLYMP in Clasquin SA, representing 42.06%² of the share capital of Clasquin SA (Paris:ALCLA), at a price of €142.03 per share³.

This price represents a premium of 13.17% over the last closing price and 14.22% over the volume-weighted average over the 60 trading days preceding the announcement of the offer, and of 59.94% to the last closing price and 70.42% over the volume-weighted average over 60 trading days before the announcement of the entry into exclusive negotiations between (i) Yves REVOL and OLYMP on the one hand, and (ii) SAS on the other hand dated 4 December 2023.

The final legal documentation relating to the acquisition of the shares held by Yves REVOL and OLYMP will be concluded after completion of the information and consultation procedures with the relevant employee representative bodies of CLASQUIN.

Completion of the transaction, which will be subject to obtaining clearances from the competent regulatory authorities⁴, is expected to happen by year end.

SAS will thereafter 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. SAS intends to proceed with a squeeze-out should applicable conditions be met upon closing of the offer.

The transaction is supported by the Chief Executive Officer of CLASQUIN and other key management team, who have committed to tender all of their Clasquin shares into SAS’ tender offer, representing in aggregate c.8.5% of the share capital, in response to SAS’s public tender offer.⁵

At its meeting on 15 March 2024, the CLASQUIN SA Board of Directors set up an ad hoc committee comprising a majority of independent directors tasked with proposing to the Board of Directors the appointment of an independent expert in charge of preparing a report on the financial terms of the offer. The name of the expert will be communicated immediately after the appointment. The ad hoc committee will monitor the work of the independent expert and issue a recommendation on the offer to the Board of Directors.