The “Société Tunisienne Industrielle du Papier et du Carton (Sotipapier)” has officially announced that the companies Recall Holding S.A., Value Consulting S.A.R.L., HAN TN S.A.R.L, SUNSALEY S.A.R.L, in their capacity of reference shareholders of SOTIPAPIER, signed with the pan-African investment firm Sango Capital (“SANGO” or the “Purchaser”) an agreement to acquire a majority shareholding in SOTIPAPIER company.
Within this framework, the Acquirer plans to carry out the acquisition of a share-holding through the acquisition of a block of securities representing 52 % of the capital and voting rights of the company from the above-mentioned shareholders at a unit price per share of 6.340 Dinars.
The Acquirer considers also to go ahead with a compulsory takeover bid in accordance with the regulations in force.
The realization of the acquisition of the block of securities representing 52% of the capital and voting rights of the company will remain dependent on the prior fulfillment of a certain number of conditions relating in particular to obtaining the required administrative authorizations from the competent authorities, and this, at the latest on November 30, 2022.
The companies Value Consulting S.A.R.L and Swicorp Conseil et Investissement S.A.R. L inform the public that they have signed an agreement with SANGO allowing these two shareholders and the Purchaser to exercise respectively a put option and a call option on a number of securities representing jointly 24% of the capital and the voting rights of the company.
This will be done during a expiring on December 31, 2024 and at a purchase price which will have to be determined at the time of the exercise of the put or call option according to the performance of the company and while respecting the regulations in force governing the blocks of securities.
Under the same agreement, Value Consulting and Swicorp Conseil et Investissement are not led to sell their securities within the framework of the public offer of purchase to which the Purchaser will have to proceed in accordance with the regulations in force.
The realization of the acquisition of the securities held by Value Consulting S.A.R.L and Swicorp Conseil et Investissement S.A.R.L up to 24% of the capital and the voting rights remains dependent on the prior realization of the acquisition of the control block representing 52% of the capital and the voting rights of the company and on the obtaining of the required authorizations of the competent authorities, at the latest on December 31, 2024.
