|OPENING OF THE PUBLIC TENDER OFFER FOR FUTUREN (2017/07/04 7:30 PM)|
Tender period: July 6th to 19th 2017
€1.15 per share and €9.37 per convertible bond (ex coupon)
On July 4th 2017, the Autorité des Marchés Financiers (AMF) published its compliance decision on the Public Tender Offer (Offre Publique d'Achat Simplifiée, or OPAS) launched by the EDF Energies Nouvelles group for all the shares and convertible bonds (“OCEANE” bonds) of FUTUREN (FTRN) it does not own.
The tender offer will be open from July 6th to 19th 2017.
A friendly offer selected after a competitive process
The launch of the OPAS follows the acquisition by EDF Energies Nouvelles, on June 9th 2017, of 67.2% of the capital of FUTUREN, from the former majority shareholders of FUTUREN, who sold their shareholdings after a competitive process.
EDF Energies Nouvelles, who considered that closer links with FUTUREN were a perfect fit with its growth strategy, indicated its interest and submitted the offer being considered as the best by the sellers.
An offer giving to all shareholders of FUTUREN access to immediate liquidity
Under the terms of the OPAS, EDF Energies Nouvelles offers to buy the shares and OCEANE bonds that the group does not own on the same terms that prevailed for the acquisition of the 67.2% of the capital from the former majority shareholders of FUTUREN, that is:
These prices represent a premium of 38.6% for the shares and 39.7% for the OCEANE bonds relative to the closing price on April 24th 2017, the day on which the preliminary agreement was signed, opening the period of exclusive negotiations with the former majority shareholders.
A fair offer with the unanimous support of FUTUREN's Board of Directors
Finexsi, the independent expert appointed by FUTUREN to evaluate the offer, concluded that the offered prices are fair.
On the basis of this opinion, FUTUREN's Board of Directors, that met on June 19th 2017, unanimously agreed that this offer is in the best interest of the Company, its employees and its shareholders and bondholders, and that it represents a satisfactory exit opportunity for shareholders seeking full and immediate liquidity.
Mr. Fady Khallouf, Chief Executive Officer of FUTUREN, has committed to bring to the offer the shares he owns, while Mr. Thibaut de Gaudemar, independent Director of FUTUREN, declared that he plans to do it as well.
Antoine Cahuzac, EDF Group's Senior Executive Vice President, Renewable Energies and CEO of EDF Energies Nouvelles commented: “The price of the Public Tender Offer for FUTUREN was determined using a multi-criteria valuation of the company by EDF Energies Nouvelles. We believe that we have valued the company fairly, allowing minority shareholders to benefit from immediate liquidity on the same terms as offered to the former majority shareholders. Against a background of consolidation in renewable energy markets, this deal fits perfectly into the EDF Group's CAP 2030 strategy, in particular the goal of doubling its renewable energy generation capacity by 2030 globally.”
Availability of documents
Details of how to accept the offer are set out on the http://edf-en-futuren-opa.com/ website specially created by EDF Energies Nouvelles, and in the offer document issued by EDF Energies Nouvelles, which is available at www.edf-energies-nouvelles.com. The response document from FUTUREN is available at the www.futuren-group.com website. All documents relating to the offer are available at the AMF website (www.amf-france.org).
EDF Energies Nouvelles is a market leader in renewable energy electricity, with a portfolio of more than 9,5 GW gross installed capacity focused for the most part on wind (onshore and offshore) and solar photovoltaic energy. Mostly operating in Europe and North America, EDF Energies Nouvelles continues its development by taking strong positions in promising emerging areas such as Brazil, Chile, China, India or South Africa. The Company is also present in other segments of the renewable energy market: marine energy, distributed energies and energy storage. EDF Energies Nouvelles manages renewable energy projects' development and construction as well as operation and maintenance for its own account and for third parties. EDF Energies Nouvelles is a subsidiary of the EDF Group dedicated to renewable energy.
Visit us at www.edf-energies-nouvelles.com and follow us on https://www.linkedin.com/company/edf-energies-nouvelles and on Twitter @EDFEN_officiel
FUTUREN is an independent producer of wind energy, active over the entire wind 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 for third parties.
 Based on the fully-diluted share capital reflecting conversion of the convertible bonds.
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