The tender offer initiated by BWGI (Brasil Warrant Gestão de Investimentos Ltda), for Verallia’s shares has been cleared by the French Autorité des marchés financiers, “AMF” (Financial Markets Authority).
With a holding of 28.84 percent of Verallia share capital, BWGI, an asset management company controlled by the Moreira Salles family, is the largest shareholder of Verallia.
BWGI, acting through Kaon V, proposes to acquire control of Verallia through a tender offer. This offer is not subject to any success threshold other than the achievement of the regulatory threshold of 50 percent of the share capital or voting rights. All Verallia shares may be tendered to the Offer, subject to the exceptions and the restrictions detailed in BWGI’s offer document. BWGI will not proceed with a squeeze-out at the end of the offer period and has undertaken, subject to certain exceptions detailed in the offer document, to maintain the listing of Verallia shares on Euronext Paris for a period of three years.
Bpifrance Participations, the second largest shareholder of the Company with approximately 7.6 percent of the share capital (representing 9,189,887 shares in the Company), informed the Company that it intends to tender 4,594,943 shares to the Offer, representing approximately 50 percent of its shareholding in the Company.
The offer was cleared by the AMF on June 5, 2025, which approved BWGI’s offer document under the reference 25-196 and Verallia’s response document under the reference 25-197. Prior to the opening of the offer, Kaon V and Verallia will file their respective “other information” documents with the AMF, providing details on the legal, financial, accounting and other characteristics of BWGI and Verallia.
The documentation relating to the offer is available on the dedicated transaction website of Verallia (www.verallia.com) as well as the AMF’s website (www.amf-france.org).
Terms of the transaction
BWGI’s Offer is priced at EUR 28.30 per share (after detachment of the 2024 dividend of EUR 1.70).
It should be remembered that Verallia’s Board of Directors, upon recommendation of the ad hoc Committee, issued a favourable opinion on the Offer detailed in the response document of Verallia.
Ledouble, acting as independent expert, has issued a report concluding that the financial terms of the Offer are fair for Verallia’s shareholders.
Subject to obtaining the foreign investments control clearance from the French authorities and the approval of the European Commission in accordance with the Foreign Subsidies Regulation (FSR), the offer could be opened on June 23, 2025 and to close on July 25, 2025. If the threshold of 50 percent of the share capital or voting rights is reached, the Offer would then be reopened from July 31 to August 13, 2025. The AMF will issue a notice announcing the opening and the timetable of the offer.