Massimo Moratti led by Massimo Moratti, Angel Capital Management (referred to as ACM), and Stella Holding (collectively known as the “Moratti family”), along with Vitol, a company headquartered in The Netherlands (or a subsidiary authorized by Vitol), have finalised a sale and purchase agreement (SPA).

As per the terms of the SPA, the Moratti family has committed to selling Vitol shares of Saras (Saras) that constitute approximately 35% of Saras’ corporate capital.

This agreement stipulates a per-share price of €1.75, referred to as the “Price per Share.”

As per the terms outlined in the SPA, and contingent upon the fulfilment of specific conditions as detailed therein, ACM has committed to selling to Vitol the shares of Saras, if any, that ACM may be entitled to receive under the current funded collar derivative contract.

This contract covers approximately 5% of Saras’ corporate capital. Furthermore, should Saras declare and disburse a dividend before the Transaction’s closing date, the Price per Share will be adjusted accordingly, reflecting the reduction.

Completion of the Transaction is contingent solely upon obtaining the necessary regulatory approvals, including clearances under the EU foreign subsidies regulation, the EU antitrust regulation, and the Golden Power framework.

Upon the conclusion of the Transaction, the entire ownership stake held by the Moratti family in Saras will be transferred to Vitol. Consequently, this transfer will activate a mandatory tender offer (MTO) for the remaining outstanding share capital of Saras, to be initiated by Vitol at the same Price per Share (i.e., €1.75/share), with potential adjustments in case of dividend distributions before the Transaction’s closure. The objective of the MTO is to facilitate the delisting of Saras from the Milan Stock Exchange, which could also be achieved through a delisting merger provided that the requisite conditions are satisfied.

Saras is a prominent industrial and energy company headquartered in Italy, known for its extensive assets, including the largest single-site refinery in the Mediterranean region. Strategically situated on an industrial site in Sardinia, this refinery, with a capacity of 300kb/d, plays a pivotal role in supplying oil products not only to Italy but also to other parts of Europe.

Furthermore, Saras boasts a fully-integrated power generation plant, recognised as one of the largest facilities of its kind. With an impressive installed capacity of 575MW, this plant serves as a vital contributor, supplying over 40% of Sardinia’s electricity needs.

Moreover, Saras has made significant strides in the renewable energy sector, with a substantial portfolio comprising 171MW of operational wind assets. Additionally, the company has a promising pipeline consisting of 593MW and 79MW of wind and solar projects, respectively, indicative of its commitment to sustainable energy solutions.

Vitol has established a noteworthy track record of investing in energy infrastructure on a global scale, spanning from oil production and refining to renewable energy and carbon capture initiatives. The current Transaction offers Vitol a strategic opportunity to invest in a top-tier asset that is strategically positioned to meet the evolving energy demands of both Italy and Europe.

With its diversified portfolio and extensive expertise in the energy sector, Vitol is well-equipped to capitalise on the potential presented by this investment. By acquiring a stake in Saras, Vitol aims to leverage its strengths to further enhance the company’s capabilities in serving the current and future energy requirements of the region. This alignment of interests between Vitol and Saras underscores the potential for mutually beneficial outcomes and sustainable growth in the energy sector.

Upon completion of the Transaction, Vitol will have investments in a diverse array of energy assets, including over 800kb/d of refining capacity spread across seven refineries. Additionally, Vitol’s portfolio will encompass 4GW of thermal power generation capacity and over 1.4GW of renewable generation capacity.

In navigating this transaction, the Moratti family is receiving advisory support from BofA Securities and Four Partners Advisory as financial advisors, with legal counsel provided by Linklaters.

On the other side, Vitol is being advised by J.P. Morgan as its sole financial advisor, while legal guidance is being provided by Chiomenti and Weil, Gotshal & Manges. This consortium of advisors underscores the strategic importance and complexity of the Transaction, ensuring that both parties receive expert guidance throughout the process.

Saras chairman and CEO Massimo Moratti said: “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.”