Oil

Saras, the Moratti family relinquishes control: the agreement with Vitol values the company at 1.7 billion

The Dutch group takes over the majority stake in the oil company for EUR 1.75 per share and will offer the same amount in the takeover bid it will launch

by Monica D'Ascenzo

Massimo Moratti

4' min read

4' min read

The Moratti family sold 35% of Saras to Vitol, exiting the group founded by founder Angelo Moratti. Selling are the holding companies that hold the shares: Massimo Moratti S.a.p.A. of Massimo Moratti, Angel Capital Management S.p.A. ('ACM') of Angelo Moratti (son of Gianmarco Moratti and Lina Sotis) and S.p.A of Gabriele Moratti son of Gianmarco and Letizia Moratti) . ACM has committed to sell to the crude oil trading giant any shares in Saras that ACM might receive under the existing funded collar derivative contract, covering approximately 5% of Saras' share capital.

The transaction takes place at a price of €1.75 per share for a total valuation of €1.7 billion, and in the event that a dividend is approved and distributed by Saras before the transaction's completion date, the price per share will be reduced accordingly. The stock had closed trading on Friday with an 8% rise to EUR 1.8 per share, or EUR 1.73 billion capitalisation, after rumours of the imminent transaction.

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Azionariato di Saras

Dati al 26 gennaio 2024

Sito della società

"After 62 years since its foundation by my father, with my nephews Angelo and Gabriele, and my sons Angelomario and Giovanni, I felt that the best guarantee for the future success of the Sarroch refinery was the aggregation with a primary industrial operator in the global energy sector, such as Vitol, which has the relational, financial and managerial resources necessary to compete in the current international market context," commented Massimo Moratti, Chairman and CEO of Saras, who added: "Therefore, I believe that this Transaction will be positive for all the shareholders, the employees, the customers and all the other stakeholders, whom I thank for the trust they have always placed in us. Today, Saras is a solid and profitable company, leader in the entire Mediterranean basin, and we wish Vitol the best of luck in expanding the successes achieved so far'.

The Opa on the rest of the capital

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Completion of the transaction is solely subject to obtaining the necessary regulatory approvals: approvals under the European Union's foreign subsidy and competition (antitrust) regulations and Italy's golden power regulation.

Upon completion of the sale, the entire stake held by the Moratti family in Saras will be transferred to Vitol, and a mandatory tender offer on Saras' share capital will be launched by Vitol at the same price of EUR 1,75 per share, or at the adjusted price in case of a dividend distribution before the completion of the transaction. The objective of the tender offer is to obtain the delisting and delisting of Saras' ordinary shares from Euronext Milan, which can also be achieved through a merger if the relevant conditions are met.

"Our ambition," commented Russell Hardy, Vitol's CEO, "is to invest in a strong Italian energy company, run by independent local management and backed by Vitol's experience and market access. We appreciate the importance of Saras in Sardinia, and in the country more generally, and we are committed to continuing the Moratti family legacy of diligent management, safe operations and support for the local community and employees. Saras' activities,' he continued, 'are well complementary to Vitol's core business and this transaction will strengthen European energy security and improve the supply of a key facility in the European energy sector'.

The transfer price

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The price of €1.75 per share implies a capitalisation of Saras of approximately €1.7 billion and represents a premium of approximately 10% compared to the closing market price on 6 February 2024; of approximately 7% compared to the volume-weighted average daily price of the month preceding the reference date; of approximately 12% compared to the volume-weighted average daily price of the 3 months preceding the reference date; and finally of approximately 21% compared to the volume-weighted average daily price of the 6 months preceding the reference date; by approximately 12% compared to the volume-weighted average daily price of the 3 months prior to the reference date; by approximately 21% compared to the volume-weighted average daily price of the 6 months prior to the reference date; and finally by approximately 30% compared to the volume-weighted average daily price of the 12 months prior to 6 February.

The Moratti Family is assisted by BofA Securities and Four Partners Advisory as financial advisors and by Linklaters Milano as legal advisor. Vitol is assisted by J.P. Morgan as advisorThe Moratti Family is assisted by BofA Securities and Four Partners Advisory as financial advisors and by Linklaters Milano as legal advisor. Vitol is assisted by J.P. Morgan as exclusive financial advisor and by Chiomenti and Weil, Gotshal & Manges as legal advisors.

The Saras Group

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Founded in May 1962 by Angelo Moratti under the name S.A.RA.S. (Società Anonima Raffinerie Sarde), the group today counts among its facilities the largest single-site refinery in the Mediterranean. Strategically located on an industrial site in Sardinia, the refinery with a capacity of 300 thousand barrels/day supplies oil products to Italy and the rest of Europe, while its fully integrated power generation plant, one of the largest of its kind, has an installed capacity of 575MW and contributes more than 40% of Sardinia's energy needs. In addition, Saras has a renewables portfolio that includes 171MW of operational wind farms and a pipeline of wind and solar projects of 593MW and 79MW respectively.

Vitol expands further

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The Swiss-based Dutch group has a 2022 turnover of $505 billion and profits of $15 billion, according to unofficial reports. The world's largest independent trader of crude oil and refined products handles 7.4 million barrels per day of oil and is responsible for transporting the cargoes itself, with more than 6,000 ship trips each year. The multinational also owns fuel storage tanks, located at strategic hubs to serve any market, with a total capacity of 17 million cubic metres. As for the refining business, in which Saras operates, Vitol already owns six plants, located in Europe, the Middle East, Asia and Australia, with a total capacity of no less than 500 thousand barrels per day. Upon completion of the deal, Vitol will have over 800 thousand barrels per day of refining capacity in seven refineries, 4GW of thermal power generation and over 1.4GW of renewable energy generation. It also distributes fuels from around 8,800 outlets worldwide.


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