Announcement • Mar 20
Brookfield Global Transition Fund 2, managed by Brookfield Corporation (TSX:BN), Brookfield Renewable Corporation (TSX:BEPC), and Temasek Holdings (Private) Limited completed the acquisition of 53.32% stake in Neoen S.A. (ENXTPA:NEOEN) from Fonds Strategique De Participations, managed by ISALT, SAS, Mosca Animation Participations Et Conseil, Celeste Management SAS and Impala SAS.
Brookfield Global Transition Fund 2, managed by Brookfield Corporation (TSX:BN), Brookfield Renewable Corporation (TSX:BEPC), and Temasek Holdings (Private) Limited proposed to acquire 53.32% stake in Neoen S.A. (ENXTPA:NEOEN) from Fonds Strategique De Participations, managed by ISALT, SAS, Mosca Animation Participations Et Conseil, Celeste Management SAS and Impala SAS for €3.2 billion on May 29, 2024. Brookfield Global Transition Fund 2, managed by Brookfield Corporation (TSX:BN), Brookfield Renewable Corporation (TSX:BEPC), and Temasek Holdings (Private) Limited signed a share purchase agreement to acquire 53.32% stake in Neoen S.A. (ENXTPA:NEOEN) from Fonds Strategique De Participations, managed by ISALT, SAS, Mosca Animation Participations Et Conseil, Celeste Management SAS and Impala SAS for €3.2 billion on June 24, 2024. Brookfield's offer implies an equity value for 100% of the shares of €6.1 billion, and our Board of Directors unanimously welcomed Brookfield's proposal. The offer price per share is €39.85. Following the block acquisition, Brookfield would file a mandatory cash tender offer for the remaining shares, at same offer price. The closing of the deal will see Brookfield take a 53.12% majority stake in Neoen at €39.85 ($42.6) per share from investors Impala and Fonds Stratgique de Participations, an investment vehicle owned by seven French insurance companies, amongst others. The Board has established an ad hoc committee comprised of Bertrand Dumazyxi, Helen Lee Bouygues and Christophe Gégoutxii to monitor and facilitate the work of the independent expert, and to prepare a reasoned opinion on the merits of the tender offer and its consequences for Neoen, its shareholders and its employees. The transaction would be subject to customary regulatory approvals including antitrust and foreign investments clearances. The Board of Directors of Neoen, in a meeting on May 29, 2024, unanimously welcomed the proposed transaction It is expected that the regulatory approvals would be obtained by Q4 2024. The transaction is subject to the closing of the Block Acquisition, it is expected that Brookfield would file an all-cash mandatory tender offer for all of the remaining shares and outstanding convertible bonds (OCEANEs) in Neoen, with the “intention of implementing a squeeze out”, which is expected that the regulatory approvals be obtained by Q4 2024 and that the tender offer be launched in Q1 2025. As of October 31, 2024, it is informed that The ACCC will not oppose the acquisition. As of December 27, 2024, Brookfield has completed the acquisition of approximately 53.12% of the outstanding shares of Neoen. As of January 24, 2025, Brookfield Renewable Holdings SAS increases the price offered for the 2022 OCEANEs as part of the simplified tender offer for the Neoen shares and OCEANEs. As of January 24, 2025, the mandatory simplified tender offer is still pending approval by the French Financial Markets Authority (AMF).
BNP Paribas and Olivier Akian, Patrick Perreault, Louis-Aynard de Clermont Tonnerre, Julien Benhamou of Société Générale acted as financial advisors, Benjamin de Blegiers and Gilles Lebreton, Alexandre Merle, Catherine Naroz, Elsa Lalanne, David Tayar, Laura Chen, Daniel Zerbib, Chloé Desreumaux, Fabien Jacquemard, Maroussia Cuny, Gauthier Martin, Clémence Graffan, Florence Aubonnet, Anne Lemercier, Alexandre Lagarrigue, Olivier Plessis, Hugues Martin-Sisteron, Alexandre Couturier, Véronique De Hemmer Gudme, Alice Dunoyer de Segonzac, Nadia Kalic and Chad Bochan of Clifford Chance acted as legal advisor to Temasek Holdings (Private) Limited, Brookfield Renewable Corporation, and Brookfield Corporation. Bank of America is acting as exclusive financial advisor and Olivier Assant, Clémence Fallet, Arthur Helfer, Sébastien de Monès, Laetitia Tombarello, Olivier Saba of Bredin Prat is acting as legal advisor to Neoen. Marcus Billam, Olivier Diaz and Alexandre Durand of Gide Loyrette Nouel is acting as legal advisor to the ad hoc committee. Citi and Bredin Prat are acting respectively as financial and legal advisors to Impala. Perchet Rontchevsky is acting as legal advisor to FSP. Impala was also advised by MinterEllison on the Australian aspects.
Brookfield Global Transition Fund 2, managed by Brookfield Corporation (TSX:BN), Brookfield Renewable Corporation (TSX:BEPC), and Temasek Holdings (Private) Limited completed the acquisition of 53.32% stake in Neoen S.A. (ENXTPA:NEOEN) from Fonds Strategique De Participations, managed by ISALT, SAS, Mosca Animation Participations Et Conseil, Celeste Management SAS and Impala SAS on March 19, 2025.
