latest updates

February 25, 2021
Veolia announces resilient 2020 results, with positive 2021 outlook supporting SUEZ tender offer momentum
Rationale for SUEZ merger project confirmed with positive progress on antitrust and legal fronts

Veolia confirmed its sector leader status today, reporting financial results that demonstrated its resilience in the face of the Covid-19 pandemic with a strong rebound in the second half of the year. Veolia has offset the financial impact of the pandemic with an exceptional Q4 and announced ambitious yet achievable guidance for 2021.

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Veolia confirmed its sector leader status today, reporting financial results that demonstrated its resilience in the face of the Covid-19 pandemic with a strong rebound in the second half of the year. Veolia has offset the financial impact of the pandemic with an exceptional Q4 and announced ambitious yet achievable guidance for 2021.

 

Veolia’s performance was supported by its ability to double total cost savings for the year to €550m, achieved through a combination of ongoing efficiency measures as well as specific Covid-19 response measures including the acceleration of the group’s digital roadmap.

 

The Group was also able to continue all key development projects during 2020, ensuring positive commercial momentum and a robust project pipeline. As a result, Veolia confirmed that it will more than offset the financial impact of the pandemic in 2020 by delivering strong results growth in 2021.

 

Veolia CEO, Antoine Frérot also provided an update on the Veolia’s proposed merger with SUEZ, reinforcing the key benefits for all stakeholders and confirming that the antitrust approval process was on track for clearance around year end. To date, all legal hurdles initiated by SUEZ have been resolved and have had no material impact on the timeline initially announced.

 

Commenting on the results, Antoine Frérot, Veolia’s Chairman & CEO said: “In 2020, Veolia has once again proven its remarkable capacity for resiliency. Veolia has wiped out all the impacts of the crisis and recovered its growth trajectory and operating leverage in less than six months. Against these strong foundations, Veolia has seized the unique opportunity to create the world champion of ecological transformation. The new group resulting from this industrial project will be ideally positioned to tackle the huge challenges our planet is facing, at a time when environmental priorities has never been stronger.”

 

In addition, Veolia confirmed the solidity of its financial structure in connection with the completion of the merger with SUEZ. Earlier this week ratings agency S&P confirmed Veolia’s 'BBB/A-2' long-and short-term ratings. S&P confirmed the stable outlook after the proposed transaction with SUEZ thanks to Velia’s strong stand-alone operating performance.

 

Read the Veolia results press release here –

https://www.veolia.com/en/newsroom/press-releases/annual-results-2020

 

Listen to the Veolia results webcast here - https://edge.media-server.com/mmc/p/movrvmpb


February 23, 2021
Courts rule in favour of Veolia again in fifth consecutive legal victory since February 3, 2021
Veolia calls on SUEZ’s board to open talks or face shareholder vote during the general meeting

The Nanterre Commercial Court cancelled its order dated February 8, 2021 – ordering Veolia not to file its tender offer – and rejected Suez's additional request to have Veolia withdraw its tender offer. The Nanterre Commercial Court deemed itself territorially incompetent to deal with these applications.

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The Nanterre Commercial Court cancelled its order dated February 8, 2021 – ordering Veolia not to file its tender offer – and rejected Suez's additional request to have Veolia withdraw its tender offer. The Nanterre Commercial Court deemed itself territorially incompetent to deal with these applications.

 

Following this new judicial setback, SUEZ’s board must now decide to either enter in a constructive dialogue with Veolia to discuss the merger project or wait for shareholders to exercise their rights at the upcoming general meeting, which must be held by law by June 30, 2021. 

 

Veolia will continue to take all necessary steps to maintain the momentum on its project. Without any credible alternative, the path to the general meeting is open. To date, messages from SUEZ’s board regarding mediation and dialogue fully contradict their systematic pursuit of litigations and failure to engage in negotiations. Veolia remains open to discussion yet stands ready for the general meeting, which will be a milestone that cannot be ignored.

  

Read the Veolia press release here - https://www.veolia.com/fr/newsroom/communiques-presse/president-du-tribunal-commerce-nanterre-se-declare-incompetent-statuer

February 18, 2021
Veolia’s legal victories pave the way for shareholders to decide on its tender offer
Destructive SUEZ tactics threaten integrity of market and undermine shareholder rights

The latest court rulings in favor of Veolia have significantly changed the situation and SUEZ has consequently opened other litigation fronts in connection with the tender offer filed by Veolia with the AMF. Veolia believes that shareholder democracy must play a role as the path clears for SUEZ shareholders to decide.

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The latest court rulings in favor of Veolia have significantly changed the situation and SUEZ has consequently opened other litigation fronts in connection with the tender offer filed by Veolia with the AMF. Veolia believes that shareholder democracy must play a role as the path clears for SUEZ shareholders to decide.

 

Since Veolia first announced its project to create a world champion of ecological transformation last August, SUEZ has launched various legal procedures designed to stall the process. These include multiple proceedings related to Veolia’s acquisition of a 29.9 per cent stake in SUEZ in October. The board of SUEZ decisions include overall blocking efforts as well as an attempt to slow down an information and consultation process unsuccessfully since it was ultimately deemed unnecessary by the courts. Just yesterday, the European Commission rejected Suez's request to declare illegal Veolia's purchase of its 29.9% stake in SUEZ.

 

On February 3rd, the Nanterre Judicial Court ruled in favour of Veolia by confirming that there were no grounds for the suspension of Veolia’s voting rights as a SUEZ shareholder. SUEZ has since attempted further appeals, but Veolia’s position has repeatedly been upheld, effectively bringing an end to SUEZ efforts to stop Veolia from exercising its rights as the company’s largest shareholder. Only the European and British competition authorities will regulate Veolia's voting rights.

 

Folllowing its initial project and after recovering its voting rights, Veolia formally filed a tender offer a few days later to acquire the remaining SUEZ shares and provide employees, customers and shareholders of both groups with much-needed clarity.

 

Under AMF rules, SUEZ’s Board of Directors now has one month to issue its response to Veolia’s offer. The consultation of the SUEZ works’ council must also take place during a similar timeframe.

 

Veolia’s filing prompted SUEZ to double its destructive efforts by issuing several new legal proceedings intended to block the courts and stall the offer process. There is to date no credible alternative offer. Even Ardian, which has been linked with an offer for the company for several months,  publicly confirmed on 17th February that it “was not working on a counter-takeover project.”

 

This week alone, several judicial appointments are scheduled of which only one has been initiated by Veolia to protect the interests of all shareholders by making the Dutch-based foundation permanently illegal and void.

 

Given the SUEZ board’s stalling tactics, the next AGM is a critical moment for all stakeholders. By law, the AGM must be held, by the end of June 2021 at the latest. In the total absence of any constructive dialogue with SUEZ board, this forum is an opportunity for SUEZ shareholders to rise above the noise and make their voice heard.

February 11, 2021
Latest court decision in favor of Veolia: Paris Court of Appeal dismisses Suez and upholds Veolia's rights
The validity of Veolia's scheme to acquire Suez group is confirmed today. Since February 3, Veolia has seen its positions upheld on several occasions.

Paris’s Court of Appeal confirms the decision of the French Stock Exchange Authority (AMF) on September 24, 2020, which considered Veolia was not in a pre-offer period as of August 30, 2020, as alleged by Suez.

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The validity of Veolia's scheme to acquire Suez group is confirmed today. Since February 3, Veolia has seen its positions upheld on several occasions.

Paris’s Court of Appeal confirms the decision of the French Stock Exchange Authority (AMF) on September 24, 2020, which considered Veolia was not in a pre-offer period as of August 30, 2020, as alleged by Suez. As a consequence, Veolia could validly acquire, on October 5, 2020, 29.9% of the share capital of Suez held by Engie. This acquisition has paved the way for a tender offer for the remainder of the capital that Veolia does not hold.

Veolia recovered its shareholder rights on February 3, 2021 and filed a tender offer on February 8 for the entire share capital of Suez in order to complete the merger between the two groups.

Click here to view the original press release.

February 8, 2021
The French Stock Exchange Authority publishes the notice of filing of Veolia's public tender offer for the capital of Suez
Veolia confirms that its tender offer for the entire share capital of Suez was validly filed this morning with the French stock exchange authority Autorité des marchés financiers - AMF.

The filing of this offer occurred prior to the notification of the order issued in a "short notice" proceeding by the Commercial Court of Nanterre at the request of the management of Suez.

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February 7, 2021
Veolia announces the filing of a tender offer for the entire share capital of Suez in order to complete the merger between the two groups
The Veolia group announces the filing of a tender offer for the entire share capital of Suez, at a price per share of 18 euros cum dividend.

The Board of Directors of Veolia has considered that the formal filing of a tender offer was the only decision likely to respond both to the repeated requests of Suez's management and to provide employees, customers and shareholders of both groups with an unambiguous, transparent and definitive clarification.

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February 3, 2021
Veolia recovers shareholder rights on SUEZ stake following court decision
Board of directors unanimously confirm commitment to achieve industrial mission

A French court has ruled in favour of Veolia today and confirmed that the group immediately recovers the shareholder rights for its 29.9 per cent stake in SUEZ, paving the way to the creation of a world champion of ecological transformation.

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February 3rd, 2021 / A French court has ruled in favour of Veolia today and confirmed that the group immediately recovers the shareholder rights for its 29.9 per cent stake in SUEZ, paving the way to the creation of a world champion of ecological transformation.


The Nanterre Judicial Court ruled that information and consultation requests from SUEZ’s works councils regarding Veolia’s intended merger of the two groups were not justified at this stage of the project and that the suspension of shareholder rights relating to Veolia’s stake must be lifted.


Commenting on the news, Eric Haza, Chief Legal Officer, said: “We are pleased by the decision of the court that there were no grounds for the suspension of our shareholder rights on our stake in SUEZ. The recent legal actions initiated in connection with the information and consultation process were nothing more than a delaying tactic by SUEZ and we are pleased that this has now been recognized.”


Earlier this week the Veolia Board of Directors met and unanimously reaffirmed their refusal to sell or swap, directly or indirectly, the 29.9 per cent that Veolia owns in the capital of Suez.


With SUEZ’s annual general meeting approaching and Veolia’s merger project progressing, official dialogue with the SUEZ Board of Directors is expected soon covering the overall structure of the offer, the proposed perimeter of SUEZ’s remaining operations in France and potentially internationally as part of any antitrust related disposals. The parties would also cover the firm commitments for all SUEZ and Veolia staff, and the specific mechanisms to oversee them.


Antoine Frérot said: “Our draft proposal contains all of the key elements to assess our intentions and form the framework of the necessary discussions between our two companies for the benefit of our employees, our clients and our shareholders. The current context calls for the creation of a world leader with solid national and European roots in environment services, at a time when government representatives are all the more conscious of the importance of accelerating the development of strategic sectors in a recovering economy.”

February 2, 2021
Veolia's stake in Suez is neither for sale nor for trade
During the board of directors meeting on Monday February 1, the directors of Veolia unanimously reaffirmed their refusal to sell or exchange, directly or indirectly, the 29.9% that Veolia owns in the capital of Suez, and their determination to carry out their merger project between Veolia and Suez.

Any rumor to the contrary is misleading and does not reflect the intentions of either Veolia or any of its directors.

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Any rumor to the contrary is misleading and does not reflect the intentions of either Veolia or any of its directors.

Veolia remains open to discussions with the Board of Directors of Suez on Veolia’s merger project as detailed in its communication of January 7.

Click here to view the original press release.

January 29, 2021
Continued progress in Veolia’s mission to create a world champion of ecological transformation
Initial calendar on track to date; Antoine Frérot to meet SUEZ works councils for the first time yesterday

Veolia continues to make progress in its industrial mission to create a world champion of ecological transformation, with ongoing progress in the antitrust approval process and the first face-to-face meeting with SUEZ works councils took place yesterday.‍

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January 29th, 2021 / Veolia continues to make progress in its industrial mission to create a world champion of ecological transformation, with ongoing progress in the antitrust approval process and the first face-to-face meeting with SUEZ works councils took place yesterday.

Veolia is making good progress in its consultation with relevant competition authorities, including the European Commission. In Europe, since the start of pre-notification discussions, a significant amount of information has already been provided. Veolia and the European Commission are fully engaged in a constructive dialogue.

In almost all relevant countries, including the United States, Great Britain and Australia, significant exchanges already started with the competition authorities and are making good progress. In the coming weeks, the process will then have been engaged in all relevant jurisdiction. Veolia confirms its ability to complete the process as initially planned, in 7 to 13 months from now.

Commenting on the process, Estelle Brachlianoff, Chief Operating Officer, said: “We have not identified any particular difficulties, neither relating to the schedule, nor the remedies that could be requested. We know these markets extremely well and, at this stage, any required solutions are limited to what was anticipated at the very start of the process.”

Veolia CEO Antoine Frérot, and four other managing directors, had a constructive first exchange with SUEZ’s works council. Two additional meetings with SUEZ works councils are already set to take place next week as part of the information and consultation process. Veolia has already gone beyond its legal obligations to ease the consultation process by voluntarily offering expert representatives of SUEZ’s works councils secured access to an extended data room containing sensitive documents. This initiative was implemented early December to help them access all necessary documents to express an informed and independent opinion.

Antoine Frérot, said; "I have been asking for the opportunity to present to employees of the SUEZ group and their representatives since we launched our project last August, so I am delighted that this is now happening. I am passionate about our exciting project and looking forward to discussing its strong foundations in industrial reality, its commitments to the people of SUEZ, and its ambition to create a world champion of ecological transformation to meet the urgent global challenges facing us all."

January 21, 2021
Veolia ready to start constructive dialogue with SUEZ
Frérot: Our offer and intentions are clear; urgent clarification of Ardian / GIP position required

Veolia has welcomed the SUEZ board’s call to initiate dialogue regarding a potential merger, while calling on Ardian to urgently clarify the misleading communications issued to the market on 17th January.

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Veolia has welcomed the SUEZ board’s call to initiate dialogue regarding a potential merger, while calling on Ardian to urgently clarify the misleading communications issued to the market on 17th January.


Commenting on the latest developments, Antoine Frérot said: "I am delighted to open a dialogue with Bertrand Camus, as mandated by the SUEZ Board, within the framework of the project that I sent them on January 7th. We welcome this development and look forward to engage constructively away from the legal battlefield, as we have tried to do since we completed our acquisition of a 29.9% stake in October to become SUEZ’s largest shareholder.


“Our offer has now been laid out in full and our intentions have been clear from day one.  On behalf of all SUEZ shareholders, we are seeking the urgent clarification of the misleading public financial communications issued by SUEZ, Ardian and GIP.”


On the evening of Sunday 17th January, SUEZ, Ardian and GIP issued press releases suggesting a formal alternative offer was being announced. This story was covered widely by both French and International media.


The true nature of the situation only emerged once Mathias Burghardt, head of Ardian Infrastructure, was interviewed by the AFP, and confirmed that their letter of intent was not a counter-offer and was fully dependent on an agreement between Veolia and SUEZ.


It was left therefore for Veolia to clarify the situation by confirming that its 29.9% stake in SUEZ is not and will not be for sale given that it constitutes “the first step in the creation of a world champion of ecological transformation”.


In line with our continued effort for a transparent and straightforward process since August 2020, Veolia sent a formal letter to Ardian and GIP expressing Veolia’s “serious concern about the harmful consequences of the misleading, or at least imprecise, public financial communication” on 17th January as well as wider market speculation since Veolia is SUEZ largest shareholder with a holding of 29.9%.


Leading international financial commentator Reuters Breakingviews wrote on the latest developments, criticising the lack of detail and synergies in the proposed “compromise involving investments by infrastructure funds”. Columnist Christopher Thompson said: “It’s hard to see why Veolia – which immediately declared its own shareholding in Suez was not for sale – would agree to such a compromise. Anything less than a takeover would fall far short of Frérot’s stated goal of creating “a world champion of ecological transformation”. Second, the company’s indicative bid, worth 18 euros per Suez share, is bolstered by the prospect of 500 million euros in annual cost savings. Ardian and GIP spelled out no comparable benefits.”


Read the full article here - https://www.breakingviews.com/considered-view/leaky-suez-defence-only-enhances-takeover-appeal/ (Subscription or free trial required)


January 7, 2021
Frérot: "Veolia / SUEZ merger will succeed in 2021" - Time for SUEZ board to act in the interest of all shareholders

Veolia CEO Antoine Frérot today committed to the success of the merger with SUEZ in 2021 and confirmed that Veolia had submitted a draft prospectus detailing the complete offer to the SUEZ board, which has also been made public. 

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Veolia CEO Antoine Frérot today committed to the success of the merger with SUEZ in 2021 and confirmed that Veolia had submitted a draft offer proposal detailing the complete offer to the SUEZ board, which has also been made public. 

At a virtual press conference alongside COO Estelle Brachlianoff and CFO Claude Laruelle, Mr. Frérot also confirmed that antitrust-related approvals are well underway in all key markets and that Veolia's acquisition of the 29.9% of SUEZ held by Engie is now irreversible.

Speaking via video link, Mr. Frérot said:We are one step closer to the realization of our merger with SUEZ to create a global champion of ecological transformation ready to meet the urgent, global challenges of pollution. The comprehensive offer materials shared with the SUEZ board and made available to all stakeholders demonstrate our commitment to complete transparency. Our offer document will be filed with the AMF when possible.

“The remaining obstacle to the realization of Veolia's offer is the attitude of the current SUEZ board, which is acting against the interests of its own shareholders. In a normal situation, our proposal would result in a commitment by the SUEZ board to resume the discussions that began last October, which Mr Varin ensured me would continue after the Veolia’s acquisition of Engie’s 29.9 per cent shareholding. SUEZ shareholders must hold the board and management to account and demand the right to have their say on the proposed offer at the next General Assembly.  

“While the SUEZ leadership focusses its energy on destructive legal stalling tactics, Veolia continues to move forward in line with the schedule we set out following the completion of our acquisition of Engie’s stake. Between nine and 15 months separate us from the end of this merger and our work on the technical aspects of the project intensifies every day.”

Read the draft briefing note sent on 7 January from Veolia CEO Antoine Frérot to the SUEZ board

Read the Draft Offer Proposal


December 10, 2020
Veolia provides experts from Suez works councils with privy documents on its project

As part of the information-consultation procedure of Suez’s works councils currently in progress, the Veolia group announces that it is making available to experts from these bodies an extended data room that goes far beyond legal obligations.

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December 8, 2020
Veolia confirms that the works councils information & consultation process has begun and that Veolia will recover all its rights as of February 5th, 2021

The Paris court of appeal has ruled that it is not within its power to determine the starting point of the information and consultation process of Suez’ works councils. Veolia will initiate proceedings before the competent jurisdictions to have them confirm that this time period started on November 5th, 2020 at the latest.

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November 19, 2020
Veolia will recover all of its rights no later than February 5, 2021

Veolia takes note of the decision of the Paris Court of Appeal. Suez has declared to the Court that "the information-consultation procedure of its employee representative bodies began" on November 3, 4 and 5, 2020. Veolia therefore takes note that no later than February 5, 2021, it will recover all its rights.

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November 19, 2020
The President of the Nanterre Commercial Court forbids the irrevocability of Suez’s “stichting-foundation” in the Netherlands

Veolia welcomes the decision of the Commercial Court of Nanterre’s President which prohibits Suez from taking any decision to render irrevocable the foreign inalienability mechanism of Suez Eau France, designed and implemented to prevent Veolia from carrying out its takeover project.

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November 3, 2020
Veolia confirms its intention to make a public takeover bid

Further to its press release dated October 5, 2020, Veolia undertakes in this press release to make a public takeover bid for the entire share capital of Suez at a price of €18 per share (cum dividend) as soon as the Board of Directors of Suez issues an opinion in favor of this proposal and deactivates the inalienability mechanism applicable to the water business in France.

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October 9, 2020
Veolia is appealing the decision of interim relief Judge of the Judicial Court of Paris

This decision, which does not call into question the ownership of the shares acquired by Veolia on October 6, has no legal basis. The so-called "decisions already taken and...

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