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February 18, 2021

Veolia’s legal victories pave the way for shareholders to decide on its tender offer

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.