A chapter of history closes. The era of Moratti family in Saras, the large refining group from Sarroch (Cagliari), also active in other energy-related activities, passes to the Dutch company Vitol. The special purpose vehicle Varas, indirectly controlled by Vitol, completed the purchase of the entire shareholding held by Massimo Moratti SapA, Angel Capital Management SpA and Stella Holding SpA, i.e. the three companies of the Moratti family who held 35,019% of the share capital, in execution of the contract signed last February 11th. Therefore, Vitol now holds, directly and indirectly through Varas, 45,48% of the share capital of Saras and is preparing to launch a takeover bid on the remaining shares.
Vitol joins the board of directors with 4 directors. Massimo Moratti remains president
Angelo Moratti (member of the direction and strategy committee), Angelomario Moratti (member of the direction and strategy committee), Gabriele Moratti (member of the direction and strategy committee) and Giovanni Moratti (member of the direction and strategy committee and of the risk and sustainability committee) have therefore resigned from the board of directors with immediate effect and the board co-opted Thomas Baker, Clive Christison, Dat Duong and Ciprea Scolari. Massimo Moratti he has relinquished his operational powers, but will continue to hold the position of president until the conclusion of the residual offer that Vitol will now launch.
“For me, my children, my grandchildren and my entire family it is a moment full of emotions linked to the happy, long history together, but which we live with the certainty that the entry of a primary protagonist in the energy sector like Vitol will guarantee a great future for the company, its employees and the local community,” he said Massimo Moratti.
The investment in Saras is part of Vitol's strategy to invest in key geographies in the oil, gas and sustainable solutions sectors, a statement said. The transaction represents an opportunity for Vitol to invest in an important refining and energy asset in the Mediterranean and to grow in the Italian and Mediterranean regions, preserving and enhancing the legacy that the Moratti family and management team have built for Saras.
“We are aware of our responsibilities, both towards the company and its stakeholders, and we are committed to investing in the future of Saras” replies Russell Hardy, who is Vitol's CEO.
The details of the takeover bid, price of 1,60 euros per share
Varas, a company wholly owned by Vitol, has launched a mandatory public purchase offer on all Saras shares listed on Euronext Milan. The operation arises as Vitol holds, directly and indirectly through Varas, 45,48% of the company's share capital. The offer will concern a maximum of 518.486.282 shares, representing approximately 54,52% of Saras share capital. The fee is set at 1,60 euros for each share tendered. The offer period will be agreed with Borsa Italiana in compliance with the established terms. The offer is aimed at the revocation of Saras from trading (delisting) on Euronext Milan. When in February the Morattis they had sold 35% the consideration was 1,75 euros per share.
If the delisting is not achieved following the offer, the offeror reserves the right to achieve the delisting through a merger by incorporation of Saras into Varas (an unlisted company). However, the offeror believes that its long-term investment strategy, the current business plan and the sustainable growth of Saras can be pursued and supported in a full control situation, even if the issuer remains a listed company.
Varas intends to continue "to support the development of Saras, consolidating and enhancing the perimeter of current activities and seizing, at the same time, any future growth opportunities in Italy and abroad, in line with a strategic direction aimed at enhancing the business in the medium-long term" he says in a note. Furthermore, Vitol expects that the current management of the issuer will continue to operate after the completion of the offer to ensure the continuity of the management, business and quality of services offered by Saras.
“The sale of Saras” said the President and CEO of Saras on the occasion of the sale of the first tranche , is the best way to guarantee the development of the company”. If the family scions are not interested and the company needs large investments to compete, what else should the Morattis have done?
