|EDF Energies Nouvelles completes the acquisition of a 67.2% stake in FUTUREN (12/06/2017 08:00)|
Pursuant to the agreement of May 10th, with FUTUREN's (FTRN) majority shareholders, EDF Energies Nouvelles acquired a 67.2% stake in the company on June 9th.
The acquisition was completed following the positive outcome to the applicable employee consultation procedures and clearance from the German competition authority (Bundeskartellamt). EDF Energies Nouvelles has acquired 61.6% of FUTUREN's ordinary shares (at a unit price of €1.15) and 96.0% of its convertible bonds (at an ex coupon price of €9.37) from the controlling group of shareholders.
Formally acknowledging the change in control of the company, FUTUREN's Board of Directors duly noted at its meeting on June 9th, the resignation from their duties as directors of Michel Meus, previously the Chairman of the Board, Fady Khallouf and Jérôme Louvet, and appointed three directors proposed by EDF Energies Nouvelles, namely Bruno Fyot, who will also act as Chairman of the Board, Denis Rouhier and Bénédicte Gendry, to fill the vacancies created by these resignations. At FUTUREN's general meeting of shareholders on June 28th, the shareholders will be asked to ratify these appointments and to approve the appointment of two further directors to be proposed by EDF Energies Nouvelles. Fady Khallouf will remain FUTUREN's Chief Executive Officer.
In compliance with applicable laws and regulations, EDF Energies Nouvelles will shortly file with the Autorité des Marchés Financiers (AMF) a draft simplified public tender offer for all FUTUREN's remaining shares and convertible bonds at a price of €1.15 per share and an ex coupon price of €9.37 per convertible bond.
This draft simplified public tender offer will be reviewed by the AMF. The terms and conditions of the tender offer will be assessed by Finexsi in its capacity as independent expert appointed on May 16th, 2017 by FUTUREN's Board of Directors in line with the applicable regulations.
FUTUREN's Board of Directors unanimously agreed that the offer proposed by EDF Energies Nouvelles is in the best interests of the company and its employees, as well as, subject to Finexsi's opinion, those of its shareholders and bondholders.
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.
This press release contains information that may have constituted, prior to its released, inside information in accordance with Article 7 para. 1 of European Regulation n° 596/2014 relating to the acquisition of 67.21% of FUTUREN's capital by EDF Energies Nouvelles.
 Based on the fully-diluted share capital reflecting conversion of the convertible bonds.
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