White & Case advises on mandatory public tender offer for Salcef Group shares launched by Salbid

Global law firm White & Case LLP has advised Morgan Stanley Infrastructure Partners on the mandatory public tender offer for Salcef Group S.p.A. shares launched by Salbid S.p.A.

Following Consob’s approval of the offer document relating to the mandatory total public tender offer promoted by Salbid, a company fully owned by Railbid, for the ordinary shares of Salcef Group, the Board of Directors of Salcef Group unanimously approved the Issuer’s communication regarding the public tender offer.

The mandatory tender offer follows the completion of a transaction between Fidia S.r.l., Titania S.r.l., and Ermes Gestioni S.r.l. (the majority shareholders of Railbid, collectively referred to as the Foxtrot Shareholders) and funds managed by Morgan Stanley Infrastructure Partners (the Investor). The transaction involved, among other things: the acquisition by Sierra Investment S.r.l. (the Investor’s acquisition vehicle) of a 12.2 percent stake in Railbid’s share capital; and the signing of a shareholders’ agreement between the Foxtrot Shareholders and the Investor regarding the governance of both Railbid and Salcef Group.

The offer acceptance period began on October 7, 2024, and will end on November 8, 2024 (subject to extensions). The payment date is set for November 15, 2024. The offeror will pay €26 for each Salcef Group share tendered in acceptance of the offer. The objective of the offer is to delist Salcef Group’s shares from the Euronext STAR Milan market.

The White & Case team which advised on the transaction was led by partners Ferigo Foscari (Milan), Leonardo Graffi (Milan, London) and George Kazakov (London) and included partners Iacopo Canino (Milan), Elizaveta Bazarova and Martin Forbes (both London), local partners Andrea Pretti, Alessandro Picchi and Bianca Caruso (all Milan) and associates Stefania Maracich, Francesco Abbadessa and Beatrice Bertuzzi and lawyer Laura Bozzini (all Milan).

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