- The Moratti family will sell 35% of Saras to Vitol at €1.75/share, valuing Saras at €1.7 billion.
- Completion is subject to EU regulatory approvals.
- A mandatory tender offer will be launched by Vitol at the same price per share.
- Saras's assets include a 300kb/d refinery and 575MW power plant in Sardinia.
Transaction Overview
The Moratti family has agreed to sell approximately 35% of Saras S.p.A. to Vitol B.V. at a price of €1.75 per share. This transaction values Saras at around €1.7 billion. The sale is subject to regulatory approvals, including EU foreign subsidies regulation, EU antitrust regulation, and the Golden Power framework.
Additional Shares and Price Adjustments
ACM may sell additional shares to Vitol under an existing funded collar derivative contract, covering approximately 5% of Saras's corporate capital. If Saras distributes dividends before the transaction closes, the price per share will be adjusted accordingly.
Mandatory Tender Offer
Upon completion, Vitol will launch a mandatory tender offer for the remaining share capital of Saras at the same price per share. The goal is to delist Saras from the Milan Stock Exchange, potentially through a delisting merger if conditions are met.
Saras's Assets
Saras operates the largest single-site refinery in the Mediterranean, located in Sardinia, with a capacity of 300kb/d. The company also has a fully-integrated power generation plant with an installed capacity of 575MW, supplying over 40% of Sardinia’s power. Additionally, Saras has a significant renewables portfolio, including 171MW of operational wind assets and a pipeline of 593MW and 79MW of wind and solar projects, respectively.
Vitol's Investment
Vitol has a history of investing in energy infrastructure globally, including oil production, refineries, renewables, and carbon capture. This transaction allows Vitol to invest in a high-quality asset that serves both Italy’s and Europe’s energy needs.
Advisors
The Moratti family is advised by BofA Securities, Four Partners Advisory, and Linklaters. Vitol is advised by J.P. Morgan, Chiomenti, and Weil, Gotshal & Manges.
