Verallia’s Board of Directors has received an offer from BWGI (BW Gestão de Investimentos Ltda) under the terms of which BWGI proposes to acquire the control of Verallia by way of a tender offer, at a price of EUR 30 (dividend of EUR 1.70 here) per share, without delisting.
This offer is not subject to any success threshold other than reaching the legal threshold of 50 percent of the share capital or voting rights. BWGI expects to file the offer to the Autorité des marchés financiers (“AMF”) in the course of the first half of April 2025, and the initial offer period to close around the end of the first semester of 2025.
Verallia takes note of this offer, which will be examined in detail by its Board of Directors in the coming weeks. Verallia intends to use this period to discuss the terms of this offer with BWGI, in the best interests of all its stakeholders.
As a reminder, in accordance with the provisions of the General Regulations of the AMF and best corporate governance practices, the Board of Directors has set up an ad hoc committee composed exclusively of independent directors within the meaning of the AFEP-MEDEF Corporate Governance Code. The committee is chaired by Marie-José Donsion and includes Pierre Vareille and Didier Debrosse. Ledouble was appointed by the Board of Directors, upon recommendation of the ad hoc committee, as an independent expert to draft a report on the fairness of the financial terms of the offer.
The Board of Directors will meet to issue its reasoned opinion on the offer, after reviewing the independent expert’s report and the recommendations of the ad hoc committee. This reasoned opinion and the report of the independent expert will be made public as part of the response document (note d’information en réponse) of the Company, which will be filed with the AMF and announced in a press release published by the Company in due course.