Direct Energie announces a combination with Total
Press release
Transaction description
Direct Energie announces that its main shareholders (1) have entered into an agreement with Total for the proposed sale of 74.33% of Direct Energie’s share capital (2) at the price of €42 per share, ex-dividend of €0.35.
Once this transaction is completed after approval of relevant competition authorities, Total will file with the French Financial Market Authority (Autorité des marchés financiers) a mandatory tender offer on the securities of Direct Energie that are admitted to trading on Euronext Paris, at the same price per share of €42, which represents a 30.27% premium above Direct Energie’s closing share price on 17/4/2018.
In connection with this agreement and the tender offer memorandum entered into with Direct Energie, Direct Energie’s Board of Directors, held on April 17, unanimously approved the combination. The Board announced its intention to recommend to the shareholders to tender their shares into the offer that will be filed by Total, and will issue its reasoned opinion after having taken note of the opinion of the relevant employee representative bodies and subject to the confirmation by the independent expert that the terms of the tender offer are fair.
In this respect, Direct Energie’s Board of Directors has decided to appoint an independent expert in order to confirm that the terms of the tender offer are fair, including in the case of a squeeze out, in accordance with market regulations
“We welcome this transaction with pride and enthusiasm, and are convinced that this combination with Total will be for the benefit of our customers” declares Xavier Caïtucoli, chairman and CEO of Direct Energie, before adding “the Direct Energie teams will find themselves at the heart of the strategy of one of the most successful French groups. I have no doubt that their work, creativity and talents will enable the new combined entity to meet higher ambitions”.
Constitution of a key player on its markets
The integration of Direct Energie within the Total Group is a great opportunity to accelerate the development of both groups on the energy supply market. With a global customer portfolio already reaching 4 million sites delivered in France and Belgium, the newly combined entity now targets over 6 million customer sites in France, and more than 1 million in Belgium.
Regarding its power generation activities, the vertical integration strategy implemented by the Direct Energie Group is perfectly complementary to the deployment process led by Total, with a diversified energy mix (operational and under construction gas-fired power plants, renewable assets with Quadran and Total Eren), and strong ambitions to commission new means of production including hydropower concessions as soon as the bidding process is launched again.
The management team fully fits into this ambitious project that will enable the energy operator of the 21st century to contribute to the Total strategy.
Transaction timetable
The transaction remains subject to the information and consultation process of the relevant employee representative bodies in accordance with applicable laws, as well as to the prior approval of the competent authorities with respect to merger control.
The proposed tender offer that will be filed after completion of the acquisition of the blocks from Direct Energie’s main shareholders will be submitted to the French Financial Markets Authority (Autorité des Marchés Financiers), which will review it in accordance with applicable laws and regulations. The acquisition of the blocks of shares is expected to be completed by mid-year 2018, and the proposed tender offer will be filed immediately after such completion.
(1) Namely (i) the concert between Impala SAS, AMS Industries, Lov Group Invest et EBM Trirhena AG, (ii) Luxempart and (iii) Xavier Caïtucoli, CEO of Direct Energie (directly and through his holding CRESCENDIX S.A.S)
(2) Based on a share capital of 44 886 772 shares as of 10 April 2018.
