Castor Srl completed tender offer of 78.9% stake in Cerved Group S.p.A. from a group of shareholders for 1.6 billion.
The transaction is subject to minimum tender of 50% plus one share, Cerved shareholders' approval, antitrust approval, and approval from Office of the Italian Prime Minister. The minimum threshold condition was raised to a stake of 80% from 50% plus one share. As of March 25, 2021, the transaction received clearance from the Italian Antitrust Authority (AGCM). On July 15, 2021, the Board of Directors of Cerved Group deems the offer as not adequate for the shareholders and accordingly rejected the offer. As of June 2, 2021, transaction is approved by Bank of Italy. As of July 6, 2021, Bank of Greece has approved the transaction. As of September 7, 2021, the Board of Gruppo MutuiOnline S.p.A approved the transaction. As of September 3, 2021, Castor said that if it acquires over 90% of the total stake then it will raise bid price to 10.5 per share otherwise it will stick to previous offer 10.2 per share. As of July 8, 2021, tender offer period will start on July 16, 2021 and will end on August 5, 2021. As of August 3, 2021, tender offer period will end on August 31, 2021. As on August 27, 2021, Castor extended the period of the tender to September 9, 2021. Credit Suisse Securities (Europe) Limited, Intesa Sanpaolo - IMI Corporate & Investment Banking, Goldman Sachs Bank Europe SE, Italian Branch, Sociedad De Valores S.A., Italian Branch, JP MORGAN SECURITIES PLC, SUCCURSALE ITALIANA, UNICREDIT SPA and BANCA AKROS SPA acted as financial advisors; and Carlo Croff, Edoardo Canetta, Giulio Napolitano, Stefania Bariatti, Alessandro Portolano and Marco Maugeri of Chiomenti Studio Legale; and Giuseppe Scassellati Sforzolini, Pietro Fioruzzi, Paolo Rainelli, Saverio Valentino, Edoardo Filiberto Roversi and Laura Prosperetti of Cleary, Gottlieb, Steen & Hamilton LLP (Milan) acted as legal advisors to Castor. Morgan Stanley acted as financial advisor and Freshfields Bruckhaus Deringer acted as a legal advisor to Independent Directors of Cerved Group S.p.A. Georgeson acted as information agent for Castor. Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB), UBS AG, London Branch and Morgan Stanley & Co. International plc acted as financial advisors as well as provided fairness opinion to the Board of Directors of Cerved.
Castor Srl completed tender offer of 78.9% stake in Cerved Group S.p.A. (BIT:CERV) from a group of shareholders for 1.6 billion on September 9, 2021. Since ION did not reach the 90% threshold in its takeover bid, Cerved will not be automatically delisted. Lazard S.r.l. acted as financial legal advisor to Cerved Group.