Nicolas Saverys’ offer to take Brussels-listed Exmar private has failed to clear a key 95% shareholder acceptance hurdle, but the Belgian businessman is sticking to his guns, offering holdouts a second window of opportunity to consent.
Saverys vehicle Saverex earlier this year launched an offer of €12.1 per share and €2.48 per share option to buy the 51% in the gas shipowner and infrastructure player his family does not already own.
As it applies to the 30.3m Exmar shares not controlled by Saverys, the offer has a total value of €367m ($411m).
As TradeWinds already reported, some key shareholders kicked back at the offer, saying it was not high enough and predicting it would fail to pass a 95% acceptance hurdle set by Saverex itself.
They were proven right.
According to the results of the offer published late on Thursday, shareholders representing just 29.1% of outstanding Exmar stock accepted the deal. This will bring the stake controlled by the Saverys family to 77.76%.
Saverys nevertheless said he is sticking to the offer.
“The bidder has decided to waive the 95% acceptance threshold, and has consequently decided to proceed with the bid,” Exmar said in a press release.
Shareholders who have accepted the bid will be paid on 27 July. Those who have not done so will get a second chance to, between 28 August and 15 September.
“We … reiterate our invitation to all shareholders to tender their shares during the reopening period of the takeover bid … as foreseen in the prospectus,” Nicolas Saverys said in the statement.
The prospectus materials referred to in Thursday's statement do not indicate any increase of the offer, which includes a €1 per share dividend already announced.
Bart Goemaere, who is editor-in-chief at Belgian investment magazine BeursTips/TuyauxBourse that also holds Exmar stock, told TradeWinds he believed Exmar’s net asset value is worth more than €20 per share.
Around 46% of Exmar’s shares are in free float and 5% is held by Cobas Asset Management — a part of Spanish family holding Santa Comba Gestion.
According to its website, Exmar owns or operates 17 midsize LPG carriers, 10 small pressurised gas carriers, as well as three VLGCs, one LNG carrier and one floating storage and regasification unit (FSRU).
Two offshore support accommodation barges are held in a joint venture.
The company also has four 46,000-cbm LPG and ammonia carriers under construction, due for delivery in 2024 and 2025.
Exmar enjoyed a substantial income boost in 2022 with the sale and charter of infrastructure and shipping assets that turned it into a debt-free entity with an annual net income of $320.3m.
Much of Exmar’s financial boost last year came from the sale of its only floating LNG (FLNG) production barge.
