DZ BANK AG acted as exclusive financial advisor to Underberg AG

Schlumberger AG is an Austria-based company engaged in manufacturing of wine and sparkling wine (methode traditionelle). Sastre SA has agreed to acquire 75% of the voting shares (1,126,093 shares) and 0.03% (750,000 shares) of the preferred shares in Schlumberger AG (representing approximately 50.1% of total capital). Sastre SA will launch a mandatory offer for all outstanding shares in Schlumberger.
Sastre SA, the Switzerland-based holding company having interest in companies engaged in manufacturing of wine and champagne.
Schlumberger AG, the listed Austria-based company headquartered in Vienna, is a company engaged in manufacturing of wine and champagne.
Underberg AG, a Switzerland-based company headquartered in Bulach, Zurich, is a company engaged in producing and selling of natural herbal digestive alcoholic beverages.
Terms: 1,126,093 of Schlumberger’s ordinary shares will be acquired at EUR 22.19 per share pursuant to which Sastre will acquire the remaining 373,907 shares representing 24.93% stake through a mandatory offer. Sastre will also acquire 750,000 non-voting preference shares at an offer price of EUR 13.28 per share. The offer provides a premium of 1.8% based on Schlumberger ‘s closing share price on 16 July 2014 of EUR 21.795 per share, one day prior to the announcement and a premium of 0.9% based on Schlumberger ‘s closing share price on 12 June 2014 of EUR 21.795 per share, one month prior to the announcement. The implied equity value of the transaction is approximately EUR 33.29m.
Rationale: The transaction will provide great opportunities to the shareholders of Schlumberger to realize their investments at a premium.
Post Deal Details: On completion, Sastre will be the sole owner of Schlumberger.
Conditions: Antitrust approval.
UPDATE 30 September 2014: Sastre SA has launched a mandatory offer to acquire the remaining outstanding shares in Schlumberger representing a total of 130,312 common shares and 366,520 preferred shares at a price of EUR 22.19 per ordinary share and EUR 13.28 per preferred share. The acceptance period lasts eight weeks from 30 September 2014 up to 15 November 2014.
UPDATE 01 December 2014: Sastre SA has completed the acquistion of 75% shares in Schlumberger AG.
UPDATE 09 December 2014: Sastre holds 84.1% of voting rights and 76.5% in total authorized capital of Schlumberger. The acceptance period extended to 02 March 2015.
Source Link:
Schlumberger Wein und Sektkellerei GmbH press release, 17 July 2014 (German)
Schlumberger AG half yearly report 2013 (German)
Schlumberger AG annual report 2013 (German)


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