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Members of the Moratti family agree to sell approx. 35% of Saras to Vitol

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Hydrocarbon Engineering,

Massimo Moratti S.a.p.A. di Massimo Moratti, Angel Capital Management S.p.A. (ACM), and Stella Holding S.p.A. and Vitol B.V., have entered into a Sale and Purchase agreement (SPA) pursuant to which the Moratti family has undertaken to sell to Vitol, shares of Saras S.p.A. representing approximately 35% of Saras’s corporate capital, at a price per share equal to €1.75/share.

Under the SPA and subject to fulfilment of certain circumstances set forth therein, ACM has undertaken to sell to Vitol the shares of Saras (if any) that ACM may be entitled to receive under the existing funded collar derivative contract, covering approximately 5% of Saras’s corporate capital.

If a dividend distribution is resolved and paid by Saras before the closing date of the transaction, the price per share will be reduced accordingly.

Completion of the transaction is exclusively subject to obtaining the required regulatory approvals (i.e., the clearances under the EU foreign subsidies regulation, the EU antitrust regulation and the Golden Power framework).

Upon the closing, the entire stake owned by the Moratti family in Saras will be transferred to Vitol. This will trigger a mandatory tender offer for the outstanding share capital of Saras, which will be launched by Vitol at the same price per share (i.e., €1.75/share), as may be adjusted in case of dividend distribution occurring before closing of the transaction. The goal of the MTO is to achieve a delisting from the Milan Stock Exchange, which may also be achieved through delisting merger should the required conditions be met.

Saras is a 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 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 575 MW and supplies over 40% of Sardinia’s power.

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.

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