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April 6, 2021

Save SUEZ from itself

Call to order by the AMF 


The Dutch foundation was activated on 21st March in order to facilitate a mere expression of intent for the majority of SUEZ's assets by the GIP-Ardian consortium. On 2nd April, l’Autorité des marchés financiers (AMF) issued a warning to SUEZ. The activation of the foundation, the restrictive and biased terms of its possible “ceasefire” with a short window, combined with its willingness to support, negotiate and accept the GIP-Ardian proposal, demonstrates the preferential treatment offered by the SUEZ board in favour of this consortium, even though the only offer on the table is Veolia’s. These actions are contrary to the interests of SUEZ shareholders.  


Important communication


This important communication from the AMF, an independent regulatory authority, while not an injunction, is a clear call to order intended to assert the “principles of market transparency and integrity, fair trading and competition, as well as the free interplay of offers and counter-offers.”

 

The AMF plays its role as an independent guarantor of good market practices in the interest of all market operators and investors, supervising of financial transactions. In this context, Veolia continues to meet all regulatory obligations relating to its public offering for the remaining SUEZ shares.


What about defending the real interests of shareholders? 


SUEZ shareholders understand that the weaponization of this foundation is no basis for reasonable discussion. They were not consulted when it was first created in September 2020, nor when this “poison pill” was definitively activated.   


The SUEZ board is misleading shareholders by suggesting that this foundation was implemented in their best interests to secure a better price. Its original purpose remains its purpose today: to block Veolia's offer by promoting the dismantling of SUEZ in favour of private equity buyers. 


Price is also not the only means to disarm the foundation, as it brings with it further prohibitive conditions including the now proven risk of accelerating strategic asset sales.


The SUEZ board continues to deprive its shareholders of Veolia's offer, in the absence of a concrete and coherent alternative which makes sense and creates value for all stakeholders in the same way. The GIP-Ardian proposal is not an alternative and the announced price of €20 does not exist. GIP-Ardian’s valuation of SUEZ is based solely on a smokescreen rationale of selected components. 


Shareholders are entitled to question whether the SUEZ board is doing the right thing in its mission to defend the group's interests and their own. Neither the “ultimatum” issued on 21 March, nor SUEZ's management reaction to the AMF's statement offer a call for an agreement. Only the disarmament of the foundation would represent a significant step forward in the interests of SUEZ shareholders. It is not unreasonable to question the extraordinary risks taken by the SUEZ board which approves actions that do not comply with market rules. Risks that it takes on behalf of SUEZ shareholders provided there is no alternative to Veolia's offer.


The Dutch foundation has only one effect: to destroy value.

The disarmament of the Dutch foundation is Veolia’s only prerequisite to initiate a constructive dialogue with the SUEZ board for the benefit of all stakeholders.


There is no alternative offer to Veolia. 

Veolia's offer is real, transparent, in line with all regulation, and will not be reversed since it was filed with the AMF on 8th February. Veolia, as SUEZ's largest shareholder, will not give in to any pressure and its stake will not be sold or traded.


A necessary dialogue in accordance with the rules. 

Veolia calls on SUEZ to engage in a dialogue to reach a constructive solution that respects the interests of both companies, healthy competition in France and more broadly the French economy. This solution can only be envisaged with respect for all stakeholders within a framework that abides with market rules.