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NEOEN — M&A Activity 2025
Jan 28, 2025
1544_tar_2025-01-28_25032bcd-9ac0-4197-a7ce-0578fc6e6dd4.pdf
M&A Activity
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NEOEN
NOT TO DISTRIBUTE, PUBLISH OR DISSEMINATE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY OTHER JURISDICTION IN WHICH DISTRIBUTION, PUBLICATION OR DISSEMINATION WOULD BE PROHIBITED.
Confirmation of the reasoned opinion of the Company's Board of Directors
PARIS, 28 January 2025:
Following the increase of the Offer price of the 2022 OCEANEs to 105,000.00¹ per 2022 OCEANE announced by Brookfield Renewable Holdings SAS on January 24, 2025 in connection with its proposed simplified tender offer for the Company's shares (the "Offer") and the submission by Finexsi, acting as independent expert, of its completed report, Neoen's Board of Directors has, on the recommendation of the ad hoc Committee², reiterated its reasoned opinion and confirmed that the Offer is in the interests of the Company, its shareholders, the holders of 2020 and 2022 OCEANEs and its employees.
The revised draft response document, including Finexsi's completed fairness opinion, was filed today with the French financial markets' authority (Autorité des Marchés Financiers, the "AMF"). The proposed simplified tender offer initiated by Brookfield Renewable Holdings SAS remains subject to the review of the AMF.
Contacts :
Neoen
François Repolt (Investors) Fabrice Baron (Media)
+33 6 60 46 59 45 +33 6 14 08 29 81
[email protected] [email protected]
Neoen
Founded in 2008, Neoen is one of the world's leading independent producers of exclusively renewable energy. With expertise in solar power, wind power and storage, the company plays an active role in the energy transition by producing and supplying competitive, green, local energy on four continents. After a four-fold increase in the last six years, its capacity in operation and under construction stands at 8.9 GW.
Neoen's flagship operations are France's most powerful solar farm (300 MWp) in Cestas, Finland's largest wind farm (404 MW) in Mutkalampi, and two of the world's most powerful large-scale storage plants including Collie Battery (219 MW / 877 MWh) and Western Downs Battery (212 MW / 424 MWh) in Australia.
¹ This price is coupon attached. The amount of the Offer Price per 2022 OCEANE is EUR 103,562.50 ex-coupon, the amount of the coupon being EUR 1,437.50.
² Composed of Sixto (represented by Bertrand Dumaz y), Helen Lee Bouygues and Xavier Barbaro (appointed January 17, 2025, replacing FSP).
A high-growth company, Neoen is targeting 10 GW in operation or under construction in the course of 2025. Neoen is listed in Compartment A of Euronext's market in Paris (ISIN code: FR0011675362, Ticker: NEOEN) on the SBF 120, CAC Mid 60 and S&P 600 indexes.
For more information: www.neoen.com
DISCLAIMER
The foregoing relates to the contemplated tender offer filed by Brookfield Renewable Holdings SAS, pursuant to the General Regulations of the Autorité des marchés financiers, on all shares and OCEANEs of Neoen (the "Offer").
The Offer is not and will not be made in any jurisdiction where it would not be permitted under applicable law.
The Offer has not been subject to any application for registration or approval by any financial market regulatory authority other than the AMF and no measures will be taken in this respect. Neither the draft offer document, the draft response document nor any other document relating to the Offer constitutes an offer to sell or acquire financial instruments or a solicitation of such an offer in any jurisdiction in which such an offer or solicitation would be unlawful, could not validly be made, or would require the publication of a prospectus or the completion of any other formality under local financial law.
The holders of Neoen shares and OCEANEs located outside of France can only participate in the Offer if permitted by the local laws to which they are subject, without Brookfield Renewable Holdings SAS having to carry out additional formalities. Publication of the draft offer document, the draft response document, the Offer, the acceptance of the Offer and the delivery of the Shares or OCEANEs may, in certain jurisdictions, be subject to specific regulations or restrictions. Holders of Neoen shares and OCEANEs located outside of France may only participate in the Offer to the extent that such participation is permitted under the local law to which they are subject. Accordingly, persons in possession of the Draft Offer Document are required to obtain information regarding any applicable local restrictions and to comply with such restrictions. Failure to comply with such restrictions may constitute a violation of applicable securities laws. Brookfield Renewable Holdings SAS and Neoen shall not be liable for any breach by any person of any applicable legal or regulatory restrictions.
The Offer will be made in the United States of America in accordance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended, (the "U.S. Exchange Act") the rules and regulations promulgated thereunder, including Regulation 14E after application of the exemptions provided by Rule 14d-1(d) of the U.S. Exchange Act (the "Tier II" exemption) and the requirements of French law.