Merkur.com AG is edging closer towards holding a controlling interest in the French casino group Société Française de Casinos (SFC), as one of its subsidiaries has signed the final agreement to acquire a 95% stake in Casigrangi, which holds a controlling interest in SFC.
The companies stated in a joint press release that the Merkur Spielbanken Beteiligungs GmbH subsidiary, fully owned by the Gauselmann Family Foundation, is set to gain a majority stake in Casigrangi from GPG Groupe Philippe Ginestet and DOFA at €6.19 per SFC share.
DOFA will hold the remaining 5% in Casigrangi and be subject to reciprocal put and call option arrangements, exercisable within an agreed period following completion of the transaction.
Four casinos located in Châtel-Guyon, Collioure, Gruissan, and Port-la-Nouvelle are operated by SFC management, all authorised to operate table games and slot machines. The company also operates related hospitality, food service, entertainment, and show business activities, and is listed on the Euronext Paris stock exchange.
Meanwhile, three casinos in Granville, Megève, and Mimizan are operated by Casigrangi management, authorised for table games and slot machine offerings. The group also operates related hospitality, food service, entertainment, and show business activities.
Acquisition figures
4,135,434 shares of SFC are currently held by Casigrangi, representing approximately 81.21% of SFC’s share capital and voting rights, giving the transaction an initial value of approximately €24.3m. Yet, if Merkur is successful with the completion of the transaction, the value of the deal could increase further.
This is because the group will then have the obligation to make a simplified tender offer to the French Market Authority (AMF) on the remaining SFC shares it does not hold at the same per-share price, giving the deal a total implied value of €31.5m.
The deal’s completion remains subject to customary regulatory approvals, including approval of the French Ministry of Interior (Ministère de l’Intérieur) required under Article L. 323-3 of the French Code de la sécurité intérieure, as well as the implementation of internal reorganisation steps and other conditions.
Should legal and regulatory conditions be met as of the offer’s closing, Merkur also currently intends to request the implementation of a squeeze-out procedure over SFC and to delist SFC from Euronext Paris.
The release stated: “In any case, the SFC’s Board of directors will establish an ad hoc committee to oversee and facilitate the work of the independent expert to be appointed in accordance with Article 261-1 I of the AMF’s General Regulations, and to prepare a draft reasoned opinion on the merits of the Offer and its consequences for SFC, its shareholders, and its employees.”
Looking ahead
If completed, the transaction is expected to close during the first quarter of 2027, resulting in the tender offer likely being filed with the AMF in the first half of next year.
After receipt of the AMF’s clearance decision and in accordance with an AMF timetable to be published, the offer will then be opened.
Should the deal be completed, this will be the third acquisition of a French land-based casino operator in the past 18 months, after Betclic parent Banijay Group agreed to acquire JOA Groupe and the 33 resorts it operates last July, while Novomatic acquired Vikings Casinos’ 11 establishments in January last year.
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