Warwick Holding GmbH (Morgan Stanley) will offer €53 in cash to minority shareholders to acquire full ownership of Europe’s leading provider of logistic services to the chemicals industry
VTG Tanktainer has a fleet of more than 8,000 tank containers. Following its takeover of Nacco in 2017, VTG’s railcar leasing fleet in Europe is around 94,000 units.
Warwick Holding already owns 71% of the shares.
Last October, the European Commission gave its approval to the acquisition of VTG Aktiengesellschaft by Warwick Holding GmbH.
In a statement issued from Hamburg yesterday, VTG stated: The executive board of VTG Aktiengesellschaft with the approval of the supervisory board has resolved to submit an application to withdraw the admission of VTG’s shares for trading in the regulated market of the Frankfurt Stock Exchange (delisting).
Warwick Holding GmbH, being the major shareholder of VTG with around 71% of shares, will make a public tender offer of €53 to the shareholders. Warwick Holding GmbH has also assured support for the rights offering in the amount of €290M in Q2 2019 to partly refinance the hybrid bond.
"In this context, Warwick Holding GmbH has announced to fully exercise its subscription rights during the rights offering and to acquire all shares it is entitled to at the – still to be set – subscription price. In addition, Warwick will acquire all shares not subscribed in the rights offering.
"The major shareholder had previously stated that it would only be able to support a rights offering in the context of a delisting. Furthermore, since the closing of the voluntary public tender offer of Warwick Holding GmbH on December 19, 2018, the public equity capital market is a less viable option for financing VTG.
"The free float of VTG’s shares has been reduced to below 14%, and the average daily trading volume has decreased significantly as compared with the last six months prior to the closing.
"Furthermore, Warwick Holding GmbH assures the support for the course set by VTG and, to the extent legally possible, works towards keeping an independent chairman and at least two additional independent board members on its supervisory board until the conclusion of the shareholders’ meeting in 2022.
" It has also been agreed that no domination and/or profit and loss transfer agreement shall be concluded until the conclusion of the shareholders’ meeting in 2022. Equally, VTG’s legal form shall not be changed until the conclusion of the shareholders’ meeting in 2021.
“By partly refinancing the hybrid bonds through a rights offering, VTG’s financing structure will be permanently solidly secured, as it was always intended. We will only receive the full support of our major shareholder in case of a delisting and therefore, this step is necessary for us.”
Dr. Heiko Fischer, chairman of the executive board of VTG, explains and adds: “The commitment of Warwick Holding GmbH to keep Hamburg as the statutory and administrative seat of VTG at least until June 2029 gives us planning security for the future.”
Following the delisting, the shares of VTG Aktiengesellschaft will no longer be admitted for trading on any stock market.