SCOR SE has announced the signing of an agreement to acquire Altarea SCA’s stake in the retail real estate company M.R.M. SA (MRM), and its intention to launch a simplified public tender offer for the remaining shares.
According to a news release, SCOR’s acquisition of Altarea’s stake, representing approximately 15.9% of MRM’s share capital, would increase SCOR’s ownership in MRM to 72.5%. The transaction could lead to a squeeze-out and subsequent delisting of MRM by the end of 2024, pending clearance from the French financial markets regulator, Autorité des marchés financiers (AMF).
SCOR, which has been MRM’s majority shareholder since 2013, aims to make a cash offer to the remaining minority shareholders. The offer price will be equal to the net asset value (NAV) of MRM as of June 30, 2024, estimated at €35.4 per share.
This represents a significant premium over MRM’s recent share price. SCOR’s acquisition of Altarea’s shares will be completed without conditions and will take place within the next few days.
Altarea, which has been MRM’s second-largest institutional shareholder since 2022, has also resigned from its position on MRM’s board of directors as part of the transaction. Following the acquisition, SCOR will file a simplified public tender offer to purchase the remaining shares held by MRM’s minority shareholders.
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If the legal threshold is met, this will lead to a squeeze-out and delisting from the French stock exchange. The offer will be financed using SCOR’s available cash resources and will not require regulatory approvals.
The proposed offer price of €35.4 per MRM share aligns with the NAV as of June 30, 2024, and may be adjusted based on any uncompleted disposals by the close of the 2024 half-year. The offer represents a 133% premium over MRM’s weighted average share price over the last 60 trading days and a 144% premium over the closing price on September 25, 2024. The offer values MRM at approximately €113.7 million for 100% of the company’s share capital.
Pending the AMF’s examination and clearance, SCOR plans to proceed with the squeeze-out and delisting process by the end of 2024.
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