SUEZ ENVIRONNEMENT (EPA:SEV) The Board of Directors of SUEZ recommends Veolia's enhanced public offer at a price of €20.50 per share (coupon attached)

Transparency directive : regulatory news

29/06/2021 19:15

Press release
Paris, June 29th, 2021

The Board of Directors of SUEZ recommends Veolia's enhanced public offer at a
               price of EUR20.50 per share (coupon attached)(1)

  Meridiam - GIP - Caisse des Dépôts / CNP Assurances consortium submitted a
    promise to purchase on June 29, valuing the new SUEZ at EUR10.4 billion

The merger agreement signed on May 14, 2021 between Veolia and SUEZ provided
for the long-term investors to submit a binding promise to purchase the new
SUEZ. This has been done since June 29: the consortium of investors with a
French majority, consisting of Meridiam, GIP and CDC/CNP Assurances, has
submitted its binding final offer to Veolia and SUEZ to purchase the new SUEZ
for an enterprise value of EUR10.4 billion. This valuation includes a potential
earn-out of EUR300 million to be paid at the end of the 2021 fiscal year(2).
All of the consortium's commitments to maintain all jobs and social benefits
have been formally confirmed, as well as those relating to the duration of the
holding.

This offer, approved by the Boards of Directors of SUEZ and Veolia on June 29,
2021, enabled Veolia to raise the price of its tender offer for the SUEZ shares
not yet held by Veolia to EUR20.5 per share, coupon attached.

In accordance with the terms of the merger agreement of May 14, the Board of
Directors of SUEZ, having taken note of the fairness opinion of the independent
expert (Finexsi), which concludes that the financial terms of the offer are
fair and that the sale price of the new SUEZ is consistent with the offer
price, recommends that its shareholders tender their shares to the Veolia
public offer.

Veolia and SUEZ have therefore filed the revised draft offer document and the
draft reply document respectively with the AMF(3). In accordance with the legal
provisions in force, the conclusion of a final agreement with the Consortium
concerning the creation of the new SUEZ remains subject to the finalization of
the information-consultation of SUEZ employees.

For the record, and as indicated on April 11, the new SUEZ thus formed would
have revenues of nearly EUR7 billion, including SUEZ's Water and Recycling &
Recovery activities in France, international assets in Italy, Central Europe,
Africa (including Morocco), Central Asia, India, China and Australia, as well
as global digital and environmental activities, enabling it to maintain its
growth prospects and innovation capacities in France and internationally.

(1) The price per SUEZ share will be EUR19.85 (coupon attached) after payment
on July 8, 2021 of the dividend of EUR0.65 per share to be approved by the
General Meeting of June 30, 2021
(2) The earn-out depends on the 2021 EBITDA
(3) Veolia's draft offer document and SUEZ's draft reply document are available
on the Veolia and SUEZ websites respectively, and are both available on the AMF
website. The Offer and the draft offer document and the draft reply document
remain subject to the control of the AMF. The Tender Offer remains subject to
the approval of the European Commission. A standard press release relating to
Veolia's public offer is published separately by Veolia.

Veolia will retain nearly EUR10 billion of SUEZ's revenues, including all of
the assets designated since last fall as "strategic" for its plan to create a
global champion of ecological transformation, in particular its activities in
the United Kingdom, Spain, the United States, Latin America, Australia and
SUEZ's Water Technologies Services business.

This new European champion with a French base will be able to draw on combined
revenues of nearly EUR37 billion with enhanced growth potential, thanks to its
presence in most regions of the world and an unrivalled range of services to
meet environmental challenges in the water, waste and energy sectors, serving
both public and private clients.

Veolia confirms its financial and synergy objectives related to the combination
over the next four years.

Antoine Frérot, Chairman and Chief Executive Officer of Veolia, said: "All the
commitments made on May 14 have been honored: I would like to thank the Board
of Directors of SUEZ for the favorable opinion on the merger between our two
groups that it formally issued following Veolia's takeover bid for SUEZ at
EUR20.50 per share (coupon attached). The concrete and operational finalization
of the merger is now only a matter of a few months: all the Veolia teams are
looking forward to welcoming their colleagues from SUEZ!"

Philippe Varin, Chairman of the Board of Directors of SUEZ, said: "The public
offer for Veolia recommended by the Board of Directors and the proposal to
purchase the new SUEZ will enable both companies to carry out their respective
projects. On behalf of the Board, I am satisfied that the interests of all our
stakeholders are assured."

Bertrand Camus, Chief Executive Officer of SUEZ, said: "The agreement confirmed
today creates value for SUEZ shareholders, guarantees jobs and allows the
emergence of a new player in essential services thanks to the creation of the
new SUEZ, with strong French roots. The strength of this new company guarantees
innovative competition that will contribute to the preservation and restoration
of the environment, the challenge of our century."

Next steps in the calendar
The calendar milestones have been modified according to the latest agreements:

* June 30, 2021: SUEZ General Meeting

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

* Subject to regulatory and competition approvals, SUEZ and Veolia have set
  themselves the joint objective of closing the offer at the same time as the
  sale of the new SUEZ to the Consortium, scheduled for the end of 2021.

About Veolia
Veolia group aims to be the benchmark company for ecological transformation.
With nearly 179,000 employees worldwide, the Group designs and provides
game-changing solutions that are both useful and practical for water, waste and
energy management. Through its three complementary business activities, Veolia
helps to develop access to resources, preserve available resources, and
replenish them. In 2020, the Veolia group supplied 95 million people with
drinking water and 62 million people with wastewater service, produced nearly
43 million megawatt hours of energy and treated 47 million metric tons of
waste. Veolia Environnement (listed on Paris Euronext: VIE) recorded
consolidated revenue of EUR26.010 billion in 2020. https://www.veolia.com/en

About SUEZ:
Leveraging the expertise it has acquired since the late 19th century, SUEZ
helps people continually improve their quality of life by protecting their
health and supporting economic development. Operating globally, SUEZ and its
90,000-strong workforce preserve the key elements of our environment - water,
land and air - by providing innovative and resilient solutions in water
management, waste recovery, soil decontamination and air processing that enable
local authorities and industries to optimise the management of their resources,
such as smart cities, and to improve their environmental and economic
performances. SUEZ provides sanitation services to 64 million residents,
produces 7.1 billion m3 of drinking water, contributes to economic development
by creating over 200,000 direct and indirect jobs every year, and helps create
new resources with 4.2 million tonnes of secondary raw materials produced. Upon
the conclusion of its 2030 Strategic Plan, SUEZ expects to achieve fully
sustainable solutions with a positive impact on the environment, health and the
climate. In 2020, SUEZ generated revenue of EUR17.2 billion. www.suez.com

Contacts Veolia

Group Press Relations
Laurent Obadia - Edouard de La Loyère
Tel.+ 33 1 85 57 73 71
edouard.de-la-loyere@veolia.com

Investors & Analysts
Ronald Wasylec - Ariane de Lamaze
Tél. : +33 (0)1 85 57 84 76 / 84 80
investor-relations@veolia.com

Contacts SUEZ

Group Press Relations
Isabelle Herrier Naufle
+33 (0)6 83 54 89 62 33
isabelle.herrier.naufle@suez.com
Twitter : @SUEZ

Investors & Analysts
Cécile Combeau / Baptiste Fournier / Julien Minot
(0)1 58 81 24 05 | 54 85 | 37 09

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SUEZ ENVIRONNEMENT (EPA:SEV) The Board of Directors of SUEZ recommends Veolia's enhanced public offer at a price of €20.50 per share (coupon attached)

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