SUEZ ENVIRONNEMENT (EPA:SEV) Veolia and SUEZ have signed a Combination Agreement between themselves and a Memorandum of Understanding with Meridiam–GIP–Caisse des Dépôts/CNP Assurances for the acquisition of the new SUEZ

Transparency directive : regulatory news

14/05/2021 21:50

Press release

Paris, May 14, 2021

Veolia and SUEZ have signed a Combination Agreement between themselves and a
Memorandum of Understanding with Meridiam-GIP-Caisse des Dépôts/CNP
Assurances for the acquisition of the new SUEZ

Veolia and SUEZ announce that they have signed a Combination Agreement,
confirming the terms of the agreement in principle to merge concluded on 11
April, following approval by their respective Boards of Directors. This
agreement:
* enables Veolia to acquire the strategic assets needed to pursue its goal of
building a global champion in ecological transformation, while guaranteeing a
coherent and sustainable industrial and social footprint for the new SUEZ,
* reiterates the social commitments made by Veolia,
* confirms that the acquisition price per share of the SUEZ Group will be
raised to EUR20.50 (cum dividend).

This revised Veolia offer would be recommended by the SUEZ Board of Directors
before 29 June, after obtaining a fairness opinion from the independent expert
(Finexsi) and the opinion of the Group Committee.

Veolia and SUEZ welcome the offer submitted by the Consortium of investors to
create the new SUEZ.

A Memorandum of Understanding has been signed between SUEZ, Veolia, and the
Consortium of investors composed of Meridiam-GIP-CDC/CNP with a view to
creating a new SUEZ with revenues of nearly EUR7 billion, comprising SUEZ'
Water and Recycling & Recovery businesses in France as well as international
assets, and growth prospects and development capacities both internationally
and in France. The agreement provides a framework for the negotiation of the
final terms of the agreement to be concluded between SUEZ, Veolia and the
Consortium on the basis of the offer submitted by the Consortium. The offer
from the Consortium remains subject to several conditions, including notably
concerning the investors' confirmatory due diligence.

The offer submitted by the Consortium has been studied by the Boards of
Directors of Veolia and SUEZ, which consider it to be satisfactory in light of
the objectives set out on 11 April, and, in particular, with regard to the
governance of the new SUEZ, the reiteration of social commitments, and the
alignment of the enterprise value with the valuation of the SUEZ Group implied
by the revised price of EUR20.50 per share offered by Veolia. The Consortium is
committed to the new SUEZ for the long term and will be capable of supporting
its development and its growth.

At the same time as the closing of Veolia's public offer, GIP and Meridiam,
each with a 40% stake, and the Caisse des Dépôts et Consignations Group
(including CNP Assurances), with a 20% stake, would become shareholders of the
new SUEZ. The Consortium's offer also provides for an initial employee
shareholding of 3%, which could be increased to 10% of the capital within 7
years.

Antoine Frérot, Chairman and CEO of Veolia, said: "This agreement represents a
giant step forward for Veolia, for the French approach to ecological
transformation, and for the preservation of the environment. I am very happy to
welcome the SUEZ teams to be soon part of our project to build the world
champion of ecological transformation, and very satisfied that we will also be
able to assure the sound, stable, and sustainable development of the new SUEZ:
as I promised, this is a "win-win" agreement".

Philippe Varin, Chairman of the Board of Directors of SUEZ, said: "The
agreement between our two groups maintains France's leading position in
essential environmental services. The new SUEZ will be able to draw on its
technological and industrial know-how to develop in the water and waste
businesses, with the support of a robust Consortium. Veolia will benefit from
the support of the teams joining from SUEZ and will hence pursue its
project".

Bertrand Camus, CEO of SUEZ, said: "With this agreement, the New SUEZ will
benefit from a robust industrial and technological foundation. Supported by a
stable shareholder base with significant employee shareholding, the future
Group will be in a strong position to drive international development, with
solid investment capacity to ensure the best quality of service for our
customers. This agreement is the recognition of the quality of all SUEZ teams,
which I want to thank for their commitment and which will make it last within
Veolia or within the future Group ".

Scheduled next steps
The steps of the overall timetable have all been aligned to today's
agreement:

- Following the signature of the preliminary agreement today, the SUEZ Group
Committee's information- consultation procedure has begun.

- By 29 June 2021 at the latest:
* Reasoned opinion of the SUEZ Board of Directors for the recommendation of the
public tender offer,
* Public offer raised to EUR20.50 per Veolia share (information memorandum and
note in response filed with the Autorité des Marchés Financiers)
* Submission of a binding offer by the Consortium

- 30 June 2021: SUEZ Annual General meeting

- Following the finalization of the information-consultation process with SUEZ
employees, conclusion of a final agreement with the Consortium for the creation
of the new SUEZ

- Subject to obtaining regulatory and competition approvals, SUEZ and Veolia
have set a common objective of the simultaneous closing of the public offer and
the sale of the new SUEZ to the Consortium, planned for the end of 2021.

SUEZ:
Since the end of the 19th century, SUEZ has built expertise aimed at helping
people to constantly improve their quality of life by protecting their health
and supporting economic growth. With an active presence on five continents,
SUEZ and its 90,000 employees strive to preserve our environment's natural
capital: water, soil, and air. SUEZ provides innovative and resilient solutions
in water management, waste recovery, site remediation and air treatment,
optimizing municipalities' and industries' resource management through "smart"
cities and improving their environmental and economic performance. The Group
delivers sanitation services to 64 million people and produces 7.1 billion m3
of drinking water. SUEZ is also a contributor to economic growth, with more
than 200,000 jobs created directly and indirectly on an annual basis, and a
provider of new resources, with 4.2 million tons of secondary raw materials
produced. By 2030, the Group is targeting 100% sustainable solutions, with a
positive impact on our environment, health, and climate. SUEZ generated total
revenue of EUR17,2 billion in 2020.

Contacts:
Media
Isabelle Herrier Naufle
isabelle.herrier.naufle@suez.com
+33 6 83 54 89 62

Analysts/Investors
Cécile Combeau / Baptiste Fournier / Julien Minot
+33 1 58 81 55 71 / 54 85 / 37 09

Find out more about the SUEZ Group on the website & on social media

Facebook Twitter Linkedin YouTube

SUEZ
Siège social - Tour CB21 - 16 place de l?iris, 92040 Paris La Défense
Cedex, France - Tel : +33 (0)1 58 81 20 00 - www.SUEZ.com
SA au capital de 2 513 450 316 euros - Siren 433 466 570 RCS NANTERRE ? TVA
FR 76433 466 570

SUEZ ENVIRONNEMENT's latest news

01/02/2022 08:00

SUEZ ENVIRONNEMENT (EPA:SEV) Veolia and SUEZ have signed a Combination Agreement between themselves and a Memorandum of Understanding with Meridiam–GIP–Caisse des Dépôts/CNP Assurances for the acquisition of the new SUEZ

Transparency directive : regulatory news

SUEZ ENVIRONNEMENT's latest news

Other stories