Mar 09 - Eni Announces the Results of Its Unconditional Mandatory Takeover Bid for Distrigas Shares

Source Press Release
Company ENI S.p.A.Distrigas 
Tags Deals, Pipelines/ tankers/ distribution
Date March 25, 2009

Today Eni, through Eni Gas & Power Belgium SA (“Eni Belgium”), a wholly controlled subsidiary of Eni S.p.A., announced the results of its unconditional mandatory takeover bid (the “Takeover Bid”) for all the outstanding shares not yet owned by it in Distrigas NV/Distrigaz SA (“Distrigas”).

The acceptance period of the Takeover Bid opened on 9 January 2009 and expired at 4:00 p.m., Central European Time, on 19 March 2009. As of the expiration of the acceptance period of the Takeover Bid, Eni Belgium had received valid acceptances for 292,390 Distrigas shares (i.e. 41.61% of the total share capital of  Distrigas), for a total consideration of approximately €1,991 million in cash and 292,390 Certificates (as defined in the prospectus relating to the Takeover Bid dated 30 December 2008). As a result of the Takeover Bid, Eni Belgium will hold 98.86% of the total share capital of Distrigas.

The consideration offered per Distrigas share under the Takeover Bid consisted of an amount of €6,809.64 in cash and one Certificate. On 8 April 2009 the cash component of the consideration will be paid and the Certificates will be delivered to the  Distrigas shareholders who validly accepted the Takeover Bid.

In accordance with Articles 42, 43 and 57 of the Belgian Royal Decree of 27 April 2007 relating to public takeover bids, Eni Belgium, which will hold more than 95% of the shares of Distrigas as a result of the Takeover Bid, exercises its right to require all remaining holders of  Distrigas shares to transfer their shares (except for the golden share held by the Belgian State) to it (the “Squeeze-out Bid”) for the same consideration per  Distrigas share as that offered under the Takeover Bid.

The acceptance period of the Squeeze-out Bid will start on 9 April 2009 and will terminate on 4 May 2009 inclusive. Eni Belgium will file an application for the Distrigas shares to be delisted from Euronext Brussels after the closing of the Squeeze-out Bid.

Fortis Bank acted as receiving and paying agent for the Takeover Bid.

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