Veolia and Suez agree to merger, ending dispute over Veolia’s hostile takeover attempt

Veolia agreed to pay 20.50 euros per share for the 70 percent of Suez it doesn’t already own, which is up from its 18 euro bid price.

Veolia and Suez jointly announced April 12 that their respective boards of directors reached an agreement in principle on the key terms and conditions of the merger between the two groups. The announcement marks the end of months of public confrontation and legal wrangling between the two France-based companies stemming from Veolia’s hostile takeover attempt.

Veolia CEO Antoine Frerot says the deal gave Suez an equity value of roughly 13 billion euros ($15 billion), Bloomberg reports.

Veolia agreed to pay 20.50 euros per share for the 70 percent of Suez it doesn’t already own, which is up from its 18 euro bid price. The deal is 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 company notes.

According to Veolia and Suez, the merger will result in a combined company under the Veolia brand with annual revenues of around 37 billion euros. Suez will continue operating a portion of its business independently, which will help preserve competition within France. The two groups propose that the new Suez entity resulting from this agreement would 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, according to the companies.

The merger includes the municipal water and solid waste activities of Suez in France as well as the activities of Suez (in particular relating to water) in the following geographies: Italy, the Czech Republic, Africa, Central Asia, India, China and Australia.

This agreement in principle also provides for 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.

In addition, the deal necessitates the full cooperation of Suez, Veolia and the shareholders of the newly proposed Suez entity in obtaining all necessary authorizations “as quickly as possible and under the best possible conditions,” the companies state.

The two groups have agreed to enter into definitive merger agreements by May 14.

"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,” Philippe Varin, chairman of the board at Suez, says. “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.”

"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,” Bertrand Camus, CEO of Suez, says. “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.”

"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,” Frérot says. “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.”

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