International public tender opening of proposals for selling a part of SATA Internacional – Azores Airlines S.A.

The International Public Tender for selling a part of SATA Internacional-Azores Airlines S.A. capital held by SATA Holding, which manages the airline's assets and holdings, concluded the public act of opening proposals through the jury of the procedure.

The jury, led by Professor Dr. Augusto Mateus, followed the prescribed procedure for presenting the proposals and releasing the list of proponents under the stipulated legal guidelines.

Following the procedures provided for in Clause 27 of the Specifications, two proposals were presented in the following order of entry.

• At 10:45 a.m., the competing group “Atlantic Consortium”, formed by VESUVIUS WINGS, LLC, WHITE AIRWAYS, S.A., OLD NORTH VENTURES - CONSULTADORIA E GESTÃO LDA., CONSOLIDATOR, LDA., and EUROATLANTIC AIRWAYS -TRANSPORTES AÉREOS, S.A., amended its first proposal under point 2 of Clause 27 of the Specifications for the value of 7.026 Euros per share with the proposed acquisition of 75% and with an overall bid of 5,269,500 Euros.
• At 11:20 a.m., the competing Grouping constituted by NEW TOUR AZORES, S.A. and MS AVIATION GMBH, amended its first proposal according to point 2 of Clause 27 of the Specifications for the value of 6.60 Euros per share, with the proposed acquisition of 76% with an overall bid of 5,016,000 Euros.

Considering the provisions of clause 7 of the Contract, the price per share and the global price proposed for the social participation of SATA Internacional-Azores Airlines (payment conditions and other terms appropriate to safeguard the property interests of SATA Holding) weight of 15% in a set of eight selection criteria. Namely:

a) The presentation and guarantee of execution of an adequate and coherent strategic project, pursuing the purpose of SATA Internacional growth's preservation and promotion, regarding the objectives outlined by SATA Holding for the privatization process. This set of criteria has a weighting value of 25%.
b) The contribution to strengthening the economic and financial capacity of SATA Internacional and its capital structure, in particular the quality of the capitalization plan and its implementation through new assets and resources, as well as the conditions associated with their availability, to contribute to SATA International sustainability and appreciation: 25%.
c) The price per share and the overall price proposed by the competitors for SATA Internacional social participation, the payment terms, and other conditions to safeguard the interests of SATA Holding: 15%.
d) The assumption of commitments on labor stability, in addition to the minimum obligations laid down in Annex II to the specifications: 15%.
e) The suitability and technical and management experience in the aviation sector, considering the curricular experience of the competitor and/or recommended management team, as well as the organizational model and capacity of the competitors (in particular, specialist skills and quality control systems): 10%.
f) The contribution to strengthening the structure and stability of SATA International's shareholders through a corporate governance model's implementation that considers the specific nature and activity developed by SATA Internacional and the objectives outlined by SATA Holding for the privatization process: 5%.
g) Commitment to sustainability, including investment in projects under the Sustainable Development Goals of the United Nations 2030 Agenda: 2.5%.
h) The absence of legal and/or economic-financial constraints of the competitor for the completion of the acquisition of the participation in the share capital of SATA Internacional, as well as the mitigation of risks to the equity interests of SATA Holding and the pursuit of the objectives related to the criteria of the previous paragraphs: 2.5%.

On March 24 of this year, SATA Holding publicly announced the launch of the international public tender, with the object of selling shares representing a minimum of 51% and a maximum of 85% of the share capital of SATA Internacional-Azores Airlines, S.A. This procedure for a share capital's shareholding sale falls within the measure’s purview displayed in the SATA Group's Restructuring Plan, which was approved by the European Commission on June 7.

Specifications were made available on the electronic platform www.acingov.pt and were also available for consultation on the services of SATA Holding, S.A.

The opening of proposals took place at a public act, which began at 1:00 p.m. (GMT-1) on July 31 at the headquarters of SATA Holding, S.A., continuing five working days later, with the opening of a new proposal from each competitor, considering that competitors offered the same price per action.

The opening of the proposals took place in a public act, which began at 1:00 p.m. (GMT-1) on July 31 at the headquarters of SATA Holding, S.A, and its continuity occurred in the following five days, on August 7, 2023, under Clause 27 of the specifications.

 

Notes to the editor:
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 Evaluation Phase
Proposals' analysis and evaluation by the jury.
Preparation of a preliminary report, with a timeframe of no less than 5 and no more than 10 days, has been established for the proponents to provide their opinions under the right of a prior hearing.
Preparation of the final report that is sent to SATA Holding's Board of Directors, together with other elements that make up the tender process.

 Final decision of the competition
SATA Holding's Board of Directors decides on the approval of the proposals contained in the jury's final report.

 Negotiation Phase
SATA Holding's Board of Directors may determine to carry out a negotiation with one or more proponents with a view to presenting improved and final proposals. At the end of the negotiations, the jury notifies the proponents to present their proposal's complete final versions. After receipt of the proposals, procedures for the analysis and evaluation phase are followed again.

 Final Decision
The final decision on the tender taken by SATA Holding's Board of Directors, as well as the jury's reports and other documents that make up the tender process, are sent to the Regional Secretariat for Finance, Planning, and Public Administration and to the Regional Secretariat for Tourism, Mobility, and Infrastructures to authorize the sale to the selected proponent by the Regional Government of the Azores, pursuant to article 46 of Regional Legislative Decree no. 7/2008/A, of March 24, in its current wording. The final decision on the tender taken by SATA Holding's Board of Directors, as well as the jury's reports and other documents that make up the tender process, is also sent to the special monitoring committee set up under the terms set out in Article 21 of the Legislative Decree. Regional No. 1/2023/A, of January 5, to allow this committee to exercise its powers. After approval or rejection by the Regional Government of the Azores, SATA Holding notifies the final decision of the tender, accompanied by the final report of the jury, as well as the resolution adopted by the Regional Government of the Azores, simultaneously, to all proponents.