And “sd0(T!
PARENT COMPANY SAAM S.A.
ESSENTIAL FACT
Sociedad Matriz SAAM S.A.
Registration of Securities Registry N*1.091
Santiago, October 4, 2022
Mrs.
Solange Berstein J.
Chairman
Financial Market Commission
Av. Liberator Bernardo O”Higgins 1449
Present
From our consideration:
In accordance with the provisions of Article 9 and the second paragraph of Article 10, both of the
Law 18.045, and in the General Norm N*30, duly authorized to do so, I inform
you the following as an Essential Fact of the Parent Company SAAMS.A. (“SMSAAM”
or the “Company”):
On the same date, the Company entered into a contract with Hapag-Lloyd Aktiengesellschaft
(“Hapag-Lloyd”xx) a contract (the “Contract”) in which the sale of (1) 100% of the
shares of the companies SAAM Ports S.A., and SAAM Logistics S.A., both direct subsidiaries of SM
SAAM, and (ii) certain real estate owned by SM SAAM’s indirect subsidiary, Inmobiliaria
Marítima Portuaria S.A., in which SAAM Logistics S.A. currently operates (the “Assets”
Real estate”). This transaction is subject to certain regulatory authorizations in both Chile and Chile.
abroad and must meet other usual conditions for this type of operation. Once
Once this transaction is completed, SM SAAM will sell its entire operation in the business to Hapag-Lloyd.
of port terminals, which includes 10 terminals in 6 countries in the Americas, and the entire business
of ground logistics (the “Transaction”). Following the Transaction, SM SAAM would continue
operating its activities in the tugboat and air cargo logistics industry.
The total value agreed for the assets of SAAM Ports S.A., SAAM Logistics S.A., and the Assets
Real estate, amounts to US$1,137 million. The total closing price for the shares of
both companies and for Real Estate Assets (deducting net financial debt from the total value
proportional to ownership of underlying assets) is estimated at approximately US$1,000
millions, after usual adjustments for this type of operations.
The Contract is subject to the fulfillment of certain suspensive conditions, including obtaining
the necessary authorizations as indicated above; contemplates the granting of
representations and warranties; and obligations to do and not to do; in addition to other stipulations
usual for this type of transactions.
For its part, and in accordance with the provisions of Commission Circular No. 988 for the
Financial Market, it is estimated that the Transaction, considering costs, taxes and expenses
associates, will represent for the Company a net income of approximately US$400 million.
It is noted that, as it is a transaction with a related party, in compliance with the
procedure established in Titles VI and XVI of Law 18,046 on Corporations, the
subscription of the Contract was authorized by the unanimity of the non-interested directors, that is,
And “sd0(T!
PARENT COMPANY SAAM S.A.
With the abstention of the directors related to the controlling group, in an extraordinary session of
Directory held yesterday, October 3, 2022.
Likewise, and given that the materialization of the Transaction will require prior authorization from the Board.
Extraordinary Shareholders of SM SAAM in accordance with the provisions of Articles 57
N%4 and 67 N*9 of Law 18.046, the board agreed to summon the shareholders of SM SAAM to a meeting
extraordinary to be held on October 19, 2022, at 9:00 a.m., at the Ritz Carlton Hotel
– Santiago, located at Calle El Alcalde N*15, Las Condes.
In particular, the directors agreed that the purpose of the aforementioned Extraordinary Shareholders’ Meeting,
It is that the shareholders pronounce themselves on the following matters:
1.- The sale of all the shares of SAAM Ports S.A., and SAAM Logistics S.A.
to Hapag-Lloyd Aktiengesellschaft, as well as the properties owned by Inmobiliaria Marítima
Portuaria S.A., in which SAAM Logistics S.A. currently operates, subject to obtaining the
Regulatory authorizations required and the conditions set out in the contract are met
respective.
2.- The performance of the other acts and conclusion of the other necessary contracts or
convenient to materialize the Transaction.
If the Transaction is approved by the Shareholders’ Meeting, the respective agreement will give the right to withdrawal.
to dissident shareholders under the terms of number 5) of Article 69 of Law No. 18,046 on
Corporations and other applicable legal and regulatory rules, which may be exercised
by the dissenting shareholders within 30 days from the date on which they are fulfilled
the conditions to which the materialization of the Transaction will be subject.
The Board of Directors agreed to propose to the Shareholders’ Meeting that the approval of the Transaction be subject to
on condition that the right of withdrawal is not exercised for a percentage greater than 5% of the shares
of SM SAAM, the board of directors may delegate to the board of directors of the Company the power to waive
this condition.
SM SAAM will keep your Commission and the market duly informed of any developments.
relevant to be communicated in this regard.
By virtue of this Essential Fact, the Commission is informed of the cessation of the reserved nature of the
previous communications made by SM SAAM referring to these negotiations.
Yours sincerely yours,
Mac. aldés Raczynski
General Manager
Sociedad Matriz SAAM S.A.
cc: Santiago Stock Exchange / Chilean Electronic Exchange
Link to the file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=18a2796737a5b7c804e60f548f711ab0VFdwQmVVMXFSWGROUkUwMFRXcFJlVTUzUFQwPQ==&secuencia=-1&t=1682376108
