Fincantieri Seals USD 74 Mn Deal on STX France Acquisition
After a protracted negotiation process, Italian shipbuilder Fincantieri has finally inked the deal with the French state on the acquisition of its French counterpart STX France.
Namely, Fincantieri said on Friday that it had signed a share purchase agreement for the acquisition of 50 percent of the share capital of STX France from the French state, represented by the Agence des Participations de l’Etat (APE).
The signing of the deal comes on the heels of France’s decision in July 2017 to refuse the proposal of the Italian shipbuilder to acquire the majority stake in STX France shipyard.
By using its right of preemption, France took 100% control of STX France for a couple of months, as it wanted to negotiate better takeover terms with Fincantieri that would include a deal on its naval shipbuilding sector.
France took over the 66 pct stake from Korea in the yard and sold 50 pct to the Italian shipbuilder, instead of previously announced 54 pct.
Under the terms of the latest agreement, Fincantieri will pay EUR 59.7 million (around USD 74 million) for the acquisition.
The acquisition is subject to the closing of the transaction between the French state and STX Europe and to customary conditions for this kind of transactions.
The signing is part of the agreement announced on September 27, 2017 by the Italian and French governments regarding the future shareholding structure of STX France.
The two governments agreed to create an alliance in the naval defence sector that is expected to result in the merger of French military shipyards company Naval Group with Fincantieri.
Furthermore, Naval Group will participate as a shareholder in STX France.
Upon closing the deal, parties will also execute the shareholders agreement and the stock lending agreement relating to 1 percent of the share capital of STX France which will be lent by APE to Fincantieri.
The shareholding structure of STX France will be the following:
- Fincantieri: 50 pct (an additional 1 pct will be borrowed from APE)
- French state: 34.34 pct (of which 1 pct to be lent to Fincantieri)
- Naval Group: 10 pct (or 15.66 pct if the employee ownership plan and the participation of a group of local companies cannot be implemented at the same time)
- STX France employees: up to 2.40 pct
- Local companies: up to 3.26 pct
The board of directors of STX France will be composed of four members appointed by Fincantieri (including the Chairman and the CEO), two members appointed by the French state, one member appointed by Naval Group and one member appointed by the employees.
The chairman of the board will have a casting vote.
STX France is a perfect choice for Fincantieri especially considering their complementarity of activities in the cruise sctor.
The French yard has approximately 2,600 employees and a network of more than 500 subcontractors. In 2016 it generated revenues of approximately EUR 1.4 billion.