Latham advises a consortium on the €10.4 billion acquisition of New SUEZ

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. The consortium of investors with a French majority, consisting of Meridiam, GIP and CDC/CNP, has submitted its binding final offer to Veolia and SUEZ to purchase the new SUEZ for an enterprise value of €10.4 billion. This valuation includes a potential earn-out of €300 million to be paid at the end of the 2021 fiscal year. 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 €20.5 per share.

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, as well as the opinion of the Group Committee, 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. 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.

Latham is advising the consortium of investors on the transaction with a corporate team led by Paris partners Olivier du Mottay, Charles Antoine Guelluy, Jean-Luc Juhan, and London partner Brendan Moylan.