In a significant development in the energy sector, Massimo Moratti S.a.p.A. di Massimo Moratti, Angel Capital Management S.p.A. (ACM), and Stella Holding S.p.A. (collectively referred to as the “Moratti family”) have finalized a sale and purchase agreement (SPA) with Vitol B.V., a prominent company based in the Netherlands. The agreement entails the sale of approximately 35% of Saras S.p.A.’s corporate capital to Vitol at a price per share of €1.75.
Under the terms of the SPA, ACM has also committed to selling to Vitol any shares of Saras it may be entitled to under existing funded collar derivative contracts, covering about 5% of Saras’s corporate capital. Notably, the price per share is subject to adjustment in case of a dividend distribution by Saras before the transaction’s closing date.
Completion of the transaction is contingent upon obtaining necessary regulatory approvals, including clearances under EU foreign subsidies regulation, EU antitrust regulation, and the Golden Power framework.
Once the transaction concludes, Vitol will acquire the entire stake held by the Moratti family in Saras. This will trigger a mandatory tender offer (MTO) by Vitol for the outstanding share capital of Saras at the same price per share (€1.75/share), with potential adjustments for dividend distributions before the transaction’s closure. The objective of the MTO is to achieve a delisting of Saras from the Milan Stock Exchange, which could also be pursued through a delisting merger, subject to meeting specified conditions.
Saras is a leading industrial and energy company based in Italy. Its assets include the largest single-site refinery in the Mediterranean. Strategically located on an industrial site in Sardinia, the 300kb/d refinery supplies oil products to Italy and the rest of Europe, while its fully integrated power generation plant, one of the largest of its kind, has an installed capacity of 575MW and supplies over 40% of Sardinia’s power. In addition, Saras has a significant renewables portfolio comprising 171MW of operational wind assets and a pipeline of 593MW and 79MW of wind and solar projects respectively.
Vitol has a long history of investing in energy infrastructure around the world, from oil production and refineries to renewables and carbon capture. This Transaction presents an opportunity for Vitol to invest in a high-quality asset, well placed to serve both Italy’s and Europe’s current and future energy needs.
Massimo Moratti, Chairman and CEO, Saras said: “62 years after my father founded it, together with my nephews Angelo and Gabriele and my sons Angelomario and Giovanni, I believe that the best assurance for the future success of the Sarroch refinery is the aggregation with a leading player in the global energy sector, such as Vitol, with relational, managerial and financial resources, needed to compete in the current international market environment.
“Therefore, I believe that this transaction will be beneficial for all shareholders, the employees and the customers, as well as all other stakeholders whom I thank for the trust they have always placed in us.
“Today Saras is a solid and profitable company, leader in the entire Mediterranean basin, and we wish Vitol to be able to expand the successes achieved so far.”
Russell Hardy, CEO, Vitol said: “Our ambition is to invest in a strong Italian energy company, run by an empowered local management team and supported by Vitol’s expertise and market reach. We appreciate the significance of Saras within Sardinia, and the country more broadly, and are committed to continuing the Moratti family’s legacy of diligent stewardship, safe operations and support for the local community and employees. Saras’s business is highly complementary to Vitol’s core operations and this transaction will strengthen European energy security and enhance supply for a key European energy asset.”
Upon completion, Vitol’s investment portfolio will encompass over 800kb/d of refining capacity, substantial thermal and renewable power generation assets, further solidifying its position as a key player in the global energy landscape.
The transaction, subject to regulatory approvals, signifies a significant milestone for both Saras and Vitol, marking a strategic partnership poised to shape the future of Europe’s energy sector.
The Moratti family is advised by BofA Securities and Four Partners Advisory as financial advisors and Linklaters as legal advisor, while Vitol is advised by J.P. Morgan as sole financial advisor and by Chiomenti and Weil, Gotshal & Manges as legal advisors.
Source Vitol