Public disclosure of inside information according to article 17 MAR
Keywords: Mergers & Acquisitions / Sale

R-Logitech Finance S.A.: Share Purchase Agreement for 53.35% Stake in Thaumas N.V. signed with A.P. Møller Capital

Luxembourg (pta030/25.09.2026/15:30 UTC+2)

As previously reported, a structured M&A process has been undertaken in respect of a 53.35% shareholding in Thaumas N.V., the company which indirectly holds all the shares in the Euroports group.

Today, a share purchase agreement between R-Logitech S.A. and its co-shareholders in Thaumas N.V., Federale Participatie- en Investeringsmaatschappij NV ("SFPIM") and Participatie Maatschappij Vlaanderen NV ("PMV"), as sellers and A.P. Møller Capital as buyer for the 53.35% shareholding in Thaumas/Euroports has been signed. The share purchase agreement was entered into on behalf of R-Logitech S.A. pursuant to the exercise of SFPIM's and PMV's power of attorney granted in connection with the share purchase agreement dated 19 June 2024 by which they acquired a part of R-Logitech S.A.'s shares in Thaumas N.V.

The purchase price for the shares is contingent upon the consolidated operating earnings before interest, tax, depreciation and amortisation of the Euroports group, calculated pursuant to IFRS and as reflected in the unaudited management accounts for the financial year ending 31 December 2026. Accordingly, the final consideration attributable to R-Logitech S.A. will not be fixed until completion of the relevant valuation mechanism.

The sale proceeds attributable to the 53.35% shareholding will be applied in accordance with a priority waterfall. PMV and SFPIM will have first priority in respect of an amount relating to the transaction between SFPIM, PMV and R-Logitech S.A. previously executed on 19 June 2024, together with the applicable margin, their own costs, and the costs and fees borne by Euroports in connection with the M&A process.

The remaining proceeds attributable to R-Logitech S.A. will, following payment of R-Logitech S.A.'s transaction costs, be applied towards repayment of the principal amount and applicable premium under the secured bridge loan facility provided by an ad hoc group of holders of the 10.25% notes issued by R-Logitech S.A.M. (ISIN: ) and the 10.25% notes issued by R-Logitech Finance S.A. (ISIN: DE000A3K73Z7) (together the "Notes") and those holders of Notes that participated in the pro rata subscription offer launched by R.L. New Money Issuance S.A. in October 2024. Proceeds thereafter are expected to be applied towards a final payment to holders of the Notes, with the ultimate amount remaining dependent, among other matters, upon the final arrangements agreed between R-Logitech S.A. and the ad hoc group that provided the secured bridge facility. There can therefore be no certainty at this stage as to the final amount of proceeds ultimately available to holders of the Notes.

The proposed transaction is also subject to the receipt of all required regulatory, competition and other applicable governmental or authority clearances and approvals, which would be expected during the first quarter of 2027.

Further announcements will be made as appropriate.

(end)

[ source: https://www.pressetext.com/news/1790343000983 ]

(c) pressetext Nachrichtenagentur GmbH Ad-hoc and financial news distributed by pressetext. Archive: https://www.pressetext.com/channel/Adhoc The emitter is responsible for the content. Contact: adhoc@pressetext.com or +43-1-81140-0.