On July 4, 2017, the Financial Markets Authority (AMF) declared compliant the draft Simplified Public Purchase Offer (OPAS) initiated by the EDF Energies Nouvelles group, targeting the shares and convertible bonds (OCEANE) of FUTUREN (FTRN) which he does not own.
The offer will be open from July 6 to July 19, 2017.
A friendly offer selected following a competitive process
The launch of this OPAS follows the acquisition by EDF Energies Nouvelles, on June 9, 2017, of 67.2% 1 of the capital of FUTUREN with the previous concert of majority shareholders of the Company, the latter having sold their participation following a competitive process.
EDF Energies Nouvelles, considering that a merger with FUTUREN fit perfectly into its growth strategy, expressed its interest in this project and submitted the offer which was considered the best by the sellers.
An offer allowing all FUTUREN shareholders to benefit from immediate liquidity
Under the terms of the OPAS, EDF Energies Nouvelles proposes to repurchase the shares and OCEANEs that it does not hold under the same conditions as those which prevailed during the acquisition of 67.2% of the capital from the previous concert of shareholders majority of FUTUREN, namely:
- 1,15 € per share
- 9,37 € per OCEANE (detached coupon)
These prices show a premium of 38.6% on the shares and 39.7% on the OCEANE compared to the closing price of April 24, 2017, the day of signing of the preliminary agreement opening a period of exclusive negotiations with the previous concert of majority shareholders.
An offer at a fair price and unanimously supported by the FUTUREN Board of Directors
The independent expert Finexsi, mandated by FUTUREN to evaluate this offer, concluded that the prices proposed were fair.
On the basis of this opinion, the Board of Directors of FUTUREN, meeting on June 19, 2017, unanimously considered that this offer is in the best interest of the Company, its employees and its shareholders and OCEANE holders and that it constitutes a satisfactory sale opportunity for its shareholders wishing to benefit from immediate and complete liquidity.
Fady Khallouf, Managing Director of FUTUREN, has also undertaken to contribute to the offer the shares he holds and Mr. Thibaut de Gaudemar, independent director of FUTUREN, has also indicated his intention to contribute to the offer. offers the shares it holds.
For Antoine Cahuzac, Executive Director of the EDF Group, in charge of Renewable Energies and Managing Director of EDF Energies Nouvelles, declared: “The price of the Simplified Public Purchase Offer on FUTUREN was determined after a multi-criteria valuation of the Company by EDF Energies Nouvelles. We consider that we have valued the Company fairly, by allowing minority shareholders to benefit from immediate liquidity under the same conditions as those offered to previous majority shareholders. The operation, in a context of consolidation of the renewable energy market, is fully in line with the EDF Group's CAP 2030 strategy which aims, in particular, to double its renewable energy production capacity by 2030 worldwide. . »
Provision of documents
Consult the information note detailing the simplified takeover bid on Futuren.
Consult the standardized press release of the simplified takeover bid on Futuren.
The terms of contribution to the offer are specified on the site http://edf-en-futuren-opa.com/ specially set up by EDF Energies Nouvelles and in the EDF Energies Nouvelles information note available on the site www.edf-energies-nouvelles.com. FUTUREN's response note is available on the site www.futuren-group.com. All documents relating to the offer are available on the AMF website (www.amf-france.org).
A toll-free number is therefore available to FUTUREN shareholders in France:
1 On the basis of diluted capital taking into account the conversion of OCEANEs.
About FUTUREN
FUTUREN is an independent producer of wind-generated electricity, present across the entire wind sector value chain. The Group develops, builds and operates wind farms in four countries: Germany, France, Morocco and Italy. In total, the Group operates 734 MW for its own account and on behalf of third parties.
Contact FUTUREN
Elodie Fiorini, Secretary General
Tel: +33 (0)4 42 906 596
e.fiorini@futuren-group.com
About EDF Energies NouvellesEDF Energies Nouvelles is an international leader in renewable electricity with an installed capacity of more than 9.5 GW gross worldwide. Its development is mainly focused on wind power and photovoltaic solar power. Mainly present in Europe and North America, EDF EN continues its development by taking a position in new promising markets and in new countries such as South Africa, Brazil, Chile, China and India. The Company, which is strongly positioned in the offshore wind sector, is also present in other renewable energy sectors: marine energies, distributed energies as well as energy storage. EDF EN ensures the development and construction of renewable energy projects as well as their operation and maintenance, for its own account and on behalf of third parties. EDF Energies Nouvelles is the subsidiary of the EDF group dedicated to the development of renewable energies. 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
Press ContactsManon of Cassini-Hérail ▪ Tel: +33 {0} 1.40.90.48.22 ▪ e-mail: manon.decassini-herail@edf-en.com
Clarisse Placidoux ▪ Tel: +33 {0} 1.40.90.49.46 ▪ e-mail: clarisse.placidoux@edf-en.com