Veolia and Suez announced that their respective boards of directors reached an agreement in principle on the key terms and conditions of the merger between the two groups.
The two groups have agreed on a price of €20.50 per Suez share, subject to the signature of the Combination Agreement, according to the Veolia press release.
This offer would be recommended by the Board of Directors of Suez upon signature of the definitive agreements and is subject to obtaining a fairness opinion in accordance with applicable regulations.
"I am particularly pleased to announce today the conclusion of an agreement between Suez and Veolia that will enable the construction of the world champion of ecological transformation around Veolia, offering France a reference player in a sector that is probably the most important of this century,” stated Veolia CEO Antoine Frérot. “This agreement is beneficial for everyone: it guarantees the long-term future of Suez in France in a way that preserves competition, and it guarantees jobs. All stakeholders in both groups are therefore winners. The time for confrontation is over, the time for combination has begun.”
According to the Veolia press release, the agreement would allow:
- The creation of a new Suez made up of assets forming a coherent and sustainable group from an industrial and social standpoint, with real growth potential, with revenues of around €7 billion;
- The implementation of Veolia's plan to create a global champion of ecological transformation, with revenues of around €37 billion through the Suez takeover bid and all the strategic assets identified by Veolia will remain;
- The reiteration of Veolia's social commitments for a period of four years after the closing of the offer;
- And the view to the integration and mix of teams, commitments to be made by Veolia regarding the composition of the management teams at headquarters and in the countries.
The two groups propose that the new Suez resulting from this agreement should be owned by a group of shareholders including financial partners from both groups and by employees. The majority of the shareholders of the new Suez will be French.
"We have been calling for a negotiated solution for many weeks and today we have reached an agreement in principle that recognizes the value of SUEZ,” said Chairman of the Board of Directors of SUEZ Philippe Varin. “We will be vigilant to ensure that the conditions are met to reach a final agreement that will put an end to the conflict between our two companies and offer development prospects.”
According to the press release, in order to guarantee the conditions for the long-term development of the new Suez, shareholders will have to subscribe to the social commitments for four years from the closing of the takeover bid and undertake to maintain their positions over the long term.
"This agreement in principle gives us every chance of obtaining a global solution that would offer the essential social guarantees for all employees and prospects,” said CEO of Suez Bertrand Camus. “I would like to thank all the SUEZ teams for their tremendous mobilization in implementing the SUEZ 2030 strategic plan, of which everyone can be proud. I know that I can count on them to remain focused in the coming months to ensure the best quality of service for our customers.”
The scope will be the municipal water and solid waste activities of Suez in France as well as the activities of Suez 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).
The two groups have agreed to enter into definitive merger agreements by May 14.