Veolia and Suez Announce That They Have Reached an Agreement Allowing the Merger the Two Groups
12 Abril 2021 - 3:12AM
Business Wire
Regulatory News:
Veolia (Paris:VIE) and Suez announce that their respective
boards of directors reached an agreement in principle last night on
the key terms and conditions of the merger between the two
groups.
The two groups have agreed on a price of €20.50 per Suez share
(coupon attached) subject to the signature of the Combination
Agreement. Subject to obtaining a fairness opinion in accordance
with applicable regulations, this offer would be recommended by the
Board of Directors of Suez upon signature of the definitive
agreements.
The agreement would allow :
- the creation of a new Suez made up of assets forming a coherent
and sustainable group from an industrial and social standpoint,
with real growth potential, with revenues of around €7
billion.
- the implementation of Veolia's plan to create a global champion
of ecological transformation, with revenues of around €37 billion,
through the Suez takeover bid, in which all the strategic assets
identified by Veolia will remain.
- the reiteration of Veolia's social commitments for a period of
four years after the closing of the offer.
- with a view to the integration and mix of teams, commitments to
be made by Veolia regarding the composition of the management teams
at headquarters and in the countries.
The two groups propose that the new Suez resulting from this
agreement should be owned by a group of shareholders including
financial partners from both groups and by employees. The majority
of the shareholders of the new Suez will be French.
In order to guarantee the conditions for the long-term
development of the new Suez :
- Its shareholders will have to subscribe to the social
commitments for four years from the closing of the takeover
bid;
- Its shareholders will have to undertake to maintain their
positions over the long term.
- Its scope will be the municipal water and solid waste
activities of Suez in France (including CIRSEE, the main research
center in France), as well as the activities of Suez in particular
in water and in the following geographies : Italy (including the
stake in Acea), the Czech Republic, Africa (including Lydec),
Central Asia, India, China, Australia, and the global digital and
environmental activities (SES).
This agreement in principle also provides for :
- The termination of the agreements with Cleanaway in accordance
with their terms concerning the disposal of the assets in Australia
(subject to the Sydney assets) and the suspension of any other
significant disposal, which allows Veolia to acquire in particular
all the assets designated as strategic in its draft offer document
filed on February 8 with the Autorité des marchés financiers;
- The deactivation of the Dutch foundation in relation with the
Suez announcements;
- The suspension of ongoing legal proceedings and, upon signature
of the final agreements, the withdrawal of Suez and Veolia from all
ongoing litigation and the absence of any new proceedings between
them;
- The full cooperation of Suez, Veolia and the shareholders of
the new Suez in obtaining all necessary authorizations
(competition, foreign investments, etc.) as quickly as possible and
under the best possible conditions.
The two groups have agreed to enter into definitive merger
agreements by May 14.
Philippe Varin stated: "We have been calling for a negotiated
solution for many weeks and today we have reached an agreement in
principle that recognizes the value of SUEZ. We will be vigilant to
ensure that the conditions are met to reach a final agreement that
will put an end to the conflict between our two companies and offer
development prospects”.
Bertrand Camus stated: "This agreement in principle gives us
every chance of obtaining a global solution that would offer the
essential social guarantees for all employees and prospects. I
would like to thank all the SUEZ teams for their tremendous
mobilization in implementing the SUEZ 2030 strategic plan, of which
everyone can be proud. I know that I can count on them to remain
focused in the coming months to ensure the best quality of service
for our customers”.
Antoine Frérot said: "I am particularly pleased to announce
today the conclusion of an agreement between Suez and Veolia that
will enable the construction of the world champion of ecological
transformation around Veolia, offering France a reference player in
a sector that is probably the most important of this century. This
agreement is beneficial for everyone: it guarantees the long-term
future of Suez in France in a way that preserves competition, and
it guarantees jobs. All stakeholders in both groups are therefore
winners. The time for confrontation is over, the time for
combination has begun”.
Disclaimer
Veolia Environnement is a corporation listed on the Euronext
Paris. This document contains "forward-looking statements" within
the meaning of the provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are
not guarantees of future performance. Actual results may differ
materially from the forward-looking statements as a result of a
number of risks and uncertainties, many of which are outside the
control of Veolia Environnement.
Veolia group is the global leader in optimized resource
management. With nearly 179,000 employees worldwide, the Group
designs and provides water, waste and energy management solutions
which contribute to the sustainable development of communities and
industries. Through its three complementary business activities,
Veolia helps to develop access to resources, preserve available
resources, and to replenish them.
In 2019, the Veolia group supplied 98 million people with
drinking water and 67 million people with wastewater service,
produced nearly 45 million megawatt hours of energy and treated 50
million metric tons of waste. Veolia Environnement (listed on Paris
Euronext: VIE) recorded consolidated revenue of €27.189 billion in
2019 (USD 29.9 billion). www.veolia.com
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Veolia Group Media Relations Laurent Obadia - Sophie
Gaucher sophie.gaucher@veolia.com +33 (0)6 79 42 12 06
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