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February 25, 2021
Veolia announces resilient 2020 results, with positive 2021 outlook supporting SUEZ tender offer momentum
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Veolia announces the filing of a tender offer for the entire share capital of SUEZ to complete the merger between the two groups. This offer at a price of €18per share (coupon attached) follows a change of intention with the AMF.
Despite repeated attempts to open a constructive dialogue, we can only note the opposition of SUEZ since October 5, 2020, the date on which Veolia became SUEZ's largest shareholder, with the sole aim of obstructing our project.
The tender offer, as well as the draft offer document, will be available on this website as well as on the AMF website and remain subject to the AMF's review.
The completion of the combination between Veolia and SUEZ is envisaged for Q1 2022 as soon as the relevant competition authorities have obtained the necessary approvals.
This offer, awaited by SUEZ shareholders for several months, will enable us to create a world champion of ecological transformation capable of responding to the urgent and global challenges posed by pollution and climate change.
A clear strategy and a coherent industrial project will enable Veolia to continue on its development path despite the difficult economic conditions while still providing firm guarantees to the employees of both SUEZ and Veolia.
Our offer is the best option for SUEZ and for all its stakeholders. We remain ready to engage in a constructive dialogue with the SUEZ Board of Directors.
This offer provides clarification to the market in the face of the ambiguous manoeuvres of GIP and Ardian following their simple letter of intent of January 17. The letter of intent does not contain any details to date other than the price of EUR 18, which is identical to the price proposed by Veolia. Any potential participation by these financial investment funds was subject to an agreement between Veolia and SUEZ. Veolia, the largest shareholder of SUEZ with 29.9%, confirms that it is not selling its stake.
This offer meets the demand of SUEZ shareholders, as well as that of its management team, who have publicly requested, over ten times, for a formal offer be filed.
The time has now come for SUEZ's Board of Directors and senior management to comply with their public commitment and fiduciary duty and to give their opinion on our project.
Otherwise, SUEZ shareholders will have to ask themselves :
for updates from the campaign
January 9, 2021
“Time is on our side. With every day that passes we get closer to the end”
Antoine Frérot, Chairman and CEO of Veolia, speaking to the Financial TimesOctober 30, 2020
"The strategic logic of a combination of Veolia and Suez is very strong and would create an uncontested world leader in environmental services at a time when the ecological transformation is accelerating."
Source : BloombergSeptember 24, 2020
"Suez's Board of Directors therefore seems to have chosen the "scorched earth" policy [...]. We will not hesitate to hold the members of the Board liable, both civilly and criminally, for what we consider already characterized misconduct."
Source : ReutersOur cash offer of €18 per share represents a 75 per cent premium over the closing share price on July 30, 2020 and is over 35 per cent above the share price when the Shaping SUEZ 2030 plan was announced in October 2019. It is aligned with the price paid to Engie and higher than SUEZ’s share price at any point in the past five years.
Veolia has a clearly defined financing plan covered by antitrust divestitures and additional financing of €3-4bn, and will retain a strong balance sheet and its solid investment grade rating.
We are here to answer any questions you may have on the offer. If you have any additional questions not covered below, please get in touch.
Read the FAQOur ambition is to create the world’s most powerful champion of ecological transformation, built on complementary foundations in established European markets and shared potential in key growth regions of Asia and the Americas.
We have a long-term vision and will protect all jobs and benefits of SUEZ’s employees in France as well as the integration of SUEZ’s executives into the management team of the enlarged entity.
You can find out more about our long-term vision for a united Veolia – SUEZ business from our launch presentation.
Under the leadership of Antoine Frérot and his team, Veolia has consistently and successfully executed its strategic plans, starting with its 2012-15 transformation plan and continuing with the 2016-2019 profitable growth strategy which delivered largely organic top line growth, underpinned by €1 billion of cost savings.
This delivered a significant improvement in financial performance and Return on Capital Employed that SUEZ has failed to match despite numerous disposals.
SUEZ’s shares have consistently underperformed both Veolia and the CAC 40, and the Shaping SUEZ 2030 strategic plan shows no signs of reversing this trend. On the date of Veolia’s announcement, the SUEZ share price increased by 18%.
Veolia calls on a highly experienced leadership team, skilled at delivering on complex industrial projects like our proposed merger with SUEZ.
By failing to engage in a constructive dialogue and focusing its energy on destructive tactics, the board and management of SUEZ are undermining your rights as a shareholder. These include the value destructive use of a “poison pill” mechanism which the courts have blocked until a shareholder meeting is held allowing you to make your decision.
You can read more about our response to SUEZ’s destructive tactics in our recent news and our FAQ section.
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