A firm agreement and final has been concluded between EDF Energies Nouvelles and the concert of the holders of a majority of FUTUREN (FTRN) to acquire for 67.2%[1] of the company. This agreement, supported unanimously by the board of directors of the FUTUREN, is a result of a competitive process and then to the exclusive negotiations that started on April 24 between EDF Energies Nouvelles and the concert of the majority shareholders, and the procedures applicable to the social activities carried out by the two companies.
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The conditions discussed during the input phase of exclusive negotiations are confirmed in this agreement. The transaction is subject to the approval of the Bundeskartellamt, the competition authority of germany.
Subject to the latter, and after the acquisition to the concert of the shareholders of 61.6% of the common shares (at a price of 1.15), and 96.0%, respectively, of the convertible bonds (at a price 9.37 ex-coupon) of FUTUREN, EDF Energies Nouvelles will file with the Autorité des marchés financiers, a project of public offer of purchase simplified (OPAS) on all shares and convertible bonds remaining FUTUREN.
The board of directors of FUTUREN considered, unanimously, that the offer proposed by EDF Energies Nouvelles was in the best interest of the company and its employees, as well as, subject to the opinion of an independent expert who will be mandated by the launch of the offer, its shareholders and its bondholders.
FUTUREN, a company specialising in onshore wind, in France, in Germany, in Italy and in Morocco, focuses on the business development (more than 188 MW of projects to this day), operating for its own account (389 MW capacity gross) and operating for the account of third parties (357 MW of capacity under management).
During the signing of the agreement, Antoine Cahuzac, Executive Director of the EDF Group in charge of the Pole Renewable Energy said : “We welcome the unanimous support of the board of directors of the FUTUREN, sensitive to the quality of the offer and the project that it is. There is a coherence between the activities of EDF Energies Nouvelles and FUTUREN that will enhance the strategic ambitions, strong EDF Group in renewable energy. ”
Fady Khallouf, Director-General of the FUTUREN added : “After the profound transformation carried out over the past six years, FUTUREN is to become an industrial platform integrated and cost-effective. The offer of EDF Energies Nouvelles, industrial with a long-term vision and a specialist in renewable energy, with full recognition of this success, while anticipating future developments in the dynamic already underway. ”
About EDF Energies Nouvelles
EDF Energies Nouvelles is an international leader in renewable electricity, with an installed capacity of over 9.5 GW gross in the world. Its development is focused mainly on wind and solar photovoltaic. It is mostly present in Europe and North America, EDF energies nouvelles continues its development, taking a position on promising new markets and in new countries such as South Africa, Brazil, Chile, China or India. The Company, which is positioning itself strongly in the sector of offshore wind farms, is also present on other segments of the renewable energy market: marine energy distributed energies as well as energy storage. EDF energies nouvelles ensures the development and construction of renewable energy projects as well as their operation and maintenance, for its own account and for the account of third parties. EDF Energies Nouvelles is a subsidiary of the EDF group dedicated to renewable energy development. For more information : www.edf-energies-nouvelles.com. Follow us on Linkedin : https://www.linkedin.com/company/edf-energies-nouvelles and on Twitter @EDFEN_officiel
About FUTUREN
FUTUREN is an independent producer of wind-generated electricity, which are present throughout the value chain in the wind power sector. The Group develops, builds and operates wind farms in four countries : Germany, France, Morocco and Italy. In total, the Group operates 745 MW for its own account and for the account of third parties.
Important warning
This press release contains information that is likely to have made, prior to its dissemination, non-public information within the meaning of article 7 para. 1 of european Regulation n° 596/2014, which relates to the acquisition of 67,21% of the capital of FUTUREN by EDF Energies Nouvelles.
[1] fully diluted basis after conversion of the convertible bonds.
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