In November 2024, SOTUVER announced that it had been looking for a “minority investor to support its international expansion” since 2023. In March 2025, the Bayahi Group glassworks changed its mind and opted for a minority investor.
The reference shareholders of SOTUVER inform the public that they have accepted a non-binding offer from a major international glass packaging manufacturer to acquire a block of shares representing half of the current shareholding of the said reference shareholders, i.e. approximately 41% of the share capital of SOTUVER.”
This was announced by the Bayahi Group in a press release, in which it was made clear that the Group had received authorization from the CMF and the BCT to acquire the free float on the stock exchange, without conditions.
This large block deal is expected to generate around TND 216 million (41% of a valuation of TND 529 million). However, the press release did not mention the buyer, which we understand is one of the world’s top five glass producers.
Explaining the modus operandi of the operation, the Tunisian glassmaker’s press release said: “This operation is part of a strategic partnership aimed at accelerating and strengthening SOTUVER’s development.
The valuation of SOTUVER to be retained for the completion of the transaction, and from which the share price will be derived, will be determined on the basis of SOTUVER’s consolidated EBITDA and net debt, as determined by the audited accounts at the end of December 2024 and validated by the results of the acquisition audits to be carried out by the purchaser.
As an indication, and on the basis of the 2024 preliminary accounts (editor’s note: revenues down 38%, production down 34% and debt up 38%), “the share price attached to the 2024 coupon, on which the operation would be based, would be 13,480 dinars per share, subject to adjustments resulting from the acquisition audits”.
It goes without saying that the sale of this 41% stake (which exceeds the 35% blocking minority) is subject, for the time being, to the completion of the due diligence process and the signing of the usual contractual documents, as well as the obtaining of the necessary administrative approvals.
The timetable envisaged by the Bayahi Group is to complete the transaction, if possible, before the end of the third quarter of 2025.
In accordance with market regulations, a tender offer will be launched as soon as the transaction for the block of shares is completed. The reference shareholders will join the acquirer in this tender offer by acquiring 50% of the shares to be acquired.
New buyer will not only acquire the 41% of SOTUVER?
SOTUVER was originally a public company founded in 1963 by Ahmed Ben Salah, before being bought for the first time by Khaled Chahed in 1996 and for the second time by the Bayahi Group in 2008.
According to its Q4 2024 indicators, “SOTUVER demonstrated its resilience by maintaining a strong presence abroad, generating 75% of its sales from direct and indirect exports.
Including the sales of its subsidiary SGI, the consolidated sales of the SOTUVER group decreased by 9% compared to 2023.
In the fourth quarter of 2024, Bayahi’s sales fell by 34% compared to 2023, resulting in an annual decline of 38%. The company achieved a total turnover of 105 million dinars during the year.
This decrease could be explained by lower production (116 million dinars at December 31, 2024, compared to 175 million dinars in 2023, a decrease of 34%), which is mainly due to the scheduled shutdown of one of the two furnaces of the plant.
Also, at December 31, 2024, the company’s total debt amounted to TND 182 million, an increase of 83% compared to the previous year, mainly due to the use of medium and long-term loans to finance major material and financial investments, according to the TSE.
Other highlights at SOTUVER included the acquisition of new shares in the capital of subsidiary SOTUVER-Glass Industries, increasing SOTUVER’s shareholding from 11% at the time of its formation to 83%, for a total of TND 44 million.
Successful re-commissioning of one of the plant’s furnaces after a ten-year overhaul. With the aim of reducing costs and improving competitiveness, SOTUVER established a new subsidiary, SOTUVER-Green, to diversify its energy mix and reduce its carbon footprint.
Participation in the capital of a company specializing in packaging, enabling upstream integration in the supply chain.
The renovation and modernization of the production facilities cost 48 million dinars. The new buyer of SOTUVER will therefore take over a renovated company. And, unless the contract stipulates otherwise, the shares of the Bayahi family’s flagship company in the various parts of what is now the SOTUVER Group.
