The two groups have agreed on a price of € 20,50 per SUEZ share (coupon attached) conditional on the conclusion of the merger agreement. Subject to obtaining a fairness opinion in accordance with the regulations in force, this offer would be recommended by the Board of Directors of SUEZ when the final agreements are signed.
The agreement would:
- the creation of a new SUEZ made up of assets forming a coherent and sustainable whole from an industrial and social point of view, and endowed with real growth potential, with a turnover of around € 7 billion .
- the implementation of Veolia's plan to create a world champion in ecological transformation, in the order of € 37 billion in sales, through SUEZ's takeover bid, in which will remain all the strategic assets identified by Veolia.
- the reiteration of Veolia's social commitments for a period of four years after the closing of the offer.
- with a view to integrating and mixing teams, the commitments to be made by Veolia in terms of the composition of the management teams at head office and in the countries.
The two groups propose that the new SUEZ resulting from this agreement be held by a group of shareholders comprising financial partners from both groups and the employees. The majority of shareholders of the new SUEZ must be French.
In order to guarantee the conditions for the long-term development of the new SUEZ:
- Its shareholders will have to subscribe to social commitments for four years from the closing of the takeover bid;
- Its shareholders will have to commit to maintaining their long-term positions in principle.
- Its scope will be made up of SUEZ activities in municipal water and solid waste in France (including CIRSEE, the main research center in France), as well as SUEZ activities in particular in water and in the following geographies: Italy (including the stake in Acea), the Czech Republic, Africa (including Lydec), Central Asia, India, China, Australia, and the global digital and environmental activities (SES).
This agreement in principle also provides for:
- The termination of the agreements with Cleanaway in accordance with their terms concerning the disposal of assets in Australia (subject to the Sydney assets) and the suspension of any other significant disposal, which allows Veolia to acquire in particular all the assets designated as strategic in the draft information note filed on February 8 with the Autorité des marchés financiers;
- The deactivation of the Dutch foundation in the context of SUEZ announcements;
- The suspension of ongoing proceedings and, when signing the final agreements, the withdrawal of SUEZ and Veolia from all pending litigation and the failure to introduce new proceedings between them;
- The full cooperation of SUEZ, Veolia and the shareholders of the new SUEZ to obtain all the necessary authorizations as soon as possible and under the conditions (competition, foreign investments, etc.);
The two groups have agreed to conclude final merger agreements by May 14.
Philippe Varin, Chairman of the Board of Directors of SUEZ, declared: “We had called for a negotiated solution for many weeks and today we have found an agreement in principle which recognizes the value of SUEZ. We will be vigilant to ensure that the conditions are met to reach a final agreement making it possible to put an end to the conflict between our two companies and offering development prospects ”.
Bertrand Camus, CEO of SUEZ, said: “This agreement in principle gives every opportunity to obtain a global solution that would offer the social guarantees essential for all employees and prospects. I would like to thank all the SUEZ teams for their tremendous mobilization in the implementation of the SUEZ 2030 strategic plan, of which everyone can be proud. I know that I can count on them to stay focused in the coming months to ensure the best quality of service to our customers ”.
Antoine Frérot, Chairman and CEO of Veolia, said: “I am particularly happy to announce today the conclusion of an agreement between SUEZ and Veolia which allows the construction of the world champion of ecological transformation around Veolia, by offering France a benchmark player in a sector which is probably the most important of this century. This agreement is beneficial for everyone: it guarantees the sustainability of SUEZ in France so as to preserve competition and it guarantees employment. All the stakeholders of the two groups are therefore the winners. The time for confrontation is over, the time for reconciliation has begun »