Sats’ indirect wholly-owned subsidiary, Worldwide Flight Services Holland B.V. (or WFS Netherlands), has proposed to acquire Menzies World Cargo (Amsterdam) B.V., Menzies Aviation’s general cargo handling operations at Amsterdam Schiphol Airport, the main international airport in the Netherlands.
WFS Netherlands entered into a signing protocol with Menzies Aviation (Cargo) B.V. on Aug 30 to acquire all of the latter’s shares in Menzies World Cargo (Amsterdam). The signing protocol governs a period up until the signing of an agreed form share purchase agreement (SPA). Menzies World Cargo (Amsterdam) offers airline cargo handling services to global airline customers and freight forwarders at Amsterdam Schiphol Airport, through a single dedicated on-airport warehouse.
The completion of the proposed acquisition is conditional upon the works council rendering advice under Article 25 of the Dutch Works Council Act and the signing protocol. The works council has authority over the employees of Menzies World Cargo (Amsterdam) and WFS Netherlands. The procedures under the SER merger code 2015 will also have to be completed. SER stands for Sociaal-Economische Raad.
In addition, a copy of the lease agreement by Menzies Aviation will have to be given to WFS Netherlands. Menzies Aviation will also have to provide WFS Netherlands a copy of a written waiver in relation to the change of control provisions.
The employees of Menzies World Cargo Amsterdam, which total 19 full-time equivalents and whose total annual salaries amount to at least EUR1.3 million ($1.8 million) have been transferred to another member of Menzies Aviation’s group without any residual liability for Menzies World Cargo (Amsterdam) in relation to such out-of-scope employees' employment.
The signing conditions will have to be fulfilled within six months of the signing protocol for the proposed acquisition to happen.
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Under the terms of the agreed form SPA, WFS Netherlands will acquire the sale shares for a nominal sum of EUR1, which will be paid in cash. The consideration factored in the pre-completion undertakings which includes a cash contribution of about EUR6.25 million to be paid by Menzies Aviation to Menzies World Cargo (Amsterdam), as well as Menzies World Cargo (Amsterdam)’s financial performance and position.
Based on the unaudited financial information of Menzies World Cargo (Amsterdam), the net asset value (NAV) of the sale shares is a negative EUR33.3 million as at March 31.
The adjusted NAV of the sale shares had the proposed acquisition taken place as at March 31, would have been EUR10.7 million.
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The net losses attributable to the sale shares are EUR9.6 million for the FY2024.
On a pro forma basis, if the proposed acquisition was completed on March 31, Sats’ net tangible assets (NTA) per share would have been at a negative 75.2 cents from 76.2 cents originally. Sats’ earnings per share (EPS) would have been at 2.9 cents from 3.8 cents originally.
According to Sats, the proposed acquisition will increase its warehouse capacity and cargo handling capabilities for WFS at the airport, which is one of Europe’s busiest air cargo locations.
“WFS has served Amsterdam Airport Schiphol since 2000 and is now operating at close to maximum capacity. The station expansion at the Dutch ‘mainport’ for air cargo is an important strategic milestone which will give WFS the capacity and capability to deliver long-term value to our stakeholders,” says John Batten, CEO, Europe, Middle East, Africa, and Asia (EMEAA) at WFS.
“WFS operates in Europe’s five largest airports by cargo volume and we are excited to see WFS enlarge its footprint at a time of strong demand for its services. We are optimistic that the business pipeline will soon fill the newly acquired capacity and take WFS to the next stage of its growth. We look forward to welcoming new colleagues from Menzies to help build for the future together,” he adds.
Shares in Sats closed 1 cent lower or 0.27% down at $3.65 on Aug 30.
