The Spanish cooperative group Dcoop and Acesur have emerged as winners in the bid for Deoleo against the proposal presented by the Sevillian oil group Migasa and the Italian Coricelli, in a transaction valued at 520 million euros.
This Thursday, Deoleo has announced that its board of directors has signed a binding contract for the purchase and sale of shareholdings with Acesur and Dcoop for the transfer of approximately 91.99% of the share capital of its subsidiary Deoleo Holding. This percentage includes all the shares held by the listed company (50.99%) and could reach 100% if other selling partners are added.
The company has detailed to the Comisión Nacional del Mercado de Valores (CNMV) that the transaction sets a company value for Deoleo Holding of 520 million euros, calculated on 100% of its share capital.
With this transaction, Deoleo will give up its entire stake in Deoleo Holding and the buyers will move to control indirectly the operating business developed by this subsidiary and by the companies that depend on it.
The final consideration that Deoleo will receive for its 50.99% stake will be calculated based on the value of the equity attributable to that stake, once the company value has been adjusted for the net financial debt existing as of the closing date, as well as for any excess or deficit of working capital and other customary adjustments provided for in the contract.
For guidance purposes, the company estimates that the value of the equity associated with its 50.99% could be between 190 and 200 million euros, before deducting the amounts retained as security.
The company has emphasized that this is an illustrative estimate, subject to possible changes at closing, and has clarified that the agreed amount does not grant preferred or additional collection rights to the holders of the warrants issued in the capital increase of May 2020.
In addition, the parties have agreed to immobilize in a custodial deposit account part of the consideration in the name of the sellers, in order to cover the tax contingency affecting Carapelli Firenze in Italy.
If 100% of Deoleo Holding is disposed of, this deposit could reach a maximum of up to 80 million euros for all of the selling partners, corresponding to Deoleo an approximate maximum of 40.8 million euros for its 50.99% stake.