Total completes
the acquisition of 73% of Direct Energie and files a mandatory
tender offer
Paris, July 06,
2018, 5:30pm - Total and Direct Energie announce the completion
of the acquisition today by Total of 73.04% of the share capital of
Direct Energie[1], for 42
euros per share, representing approximately 1.4 billion euros. This
acquisition which is subsequent to the satisfaction of all
conditions precedent referred to in the agreements executed on
April 17, 2018 with Direct Energie's main shareholders was followed
today by the filing by Total of a mandatory tender offer for the
shares in Direct Energie which are not yet held by Total, at the
same price of 42 euros per share. This proposed offer remains
subject to review by the AMF, which will assess its compliance with
applicable laws and regulations.
Ledouble, appointed by Direct
Energie's board of directors as independent expert, confirmed that
the price offered represents fair financial value for Direct
Energie's minority shareholders including for the squeeze out
procedure that Total intends to request if the required conditions
are met.
"The Board of Directors
unanimously recommends to Direct Energie's shareholders to tender
their shares. This operation is indeed extremely positive for
Direct Energie, its teams and clients", said Xavier Caïtucoli,
Chairman and CEO of Direct Energie.
"This operation allows us to
accelerate our integration downstream along the full gas and power
value chain and to reach critical mass in the French and Belgium
markets where we are growing fast", declared Patrick Pouyanné,
Chairman and CEO of Total.
The composition of Direct
Energie's board of directors was modified in order to take into
account the new shareholding structure. As a result, alongside the
remaining directors, Mr. Xavier Caïtucoli and Xirr Europe
(represented by Mr. Nicolas Gagnez) as independent director, Mr.
Philippe Sauquet, Ms. Namita Shah, Ms. Helle Kristoffersen and Ms.
Cécile Arson are appointed as directors as well as Mr. Jean-Hugues
de Lamaze as independent director. These appointments will be
subject to confirmation by the next general meeting of shareholders
of Direct Energie.
Disclaimer
The documentation relating to the
tender offer, filed with the French Financial Markets Authority
(AMF) includes the terms and conditions relating to said tender
offer. The tender offer as well as the documentation relating to
the tender offer remain subject to the review of the AMF. It is
strongly recommended that investors and shareholders read them as
well as any amendments to those documents, as they contain or will
contain important information about Total, Direct Énergie and the
transaction.
This press release must not be
published, broadcasted or distributed, directly or indirectly, in
any country in which the distribution of this information is
subject to legal restrictions.
The release, publication or
distribution of this press release in certain countries may be
subject to legal or regulatory restrictions. Therefore, persons
located in jurisdictions where this press release is released,
published or distributed must inform themselves about such
restrictions and comply with them. Total disclaims any
responsibility for any violation of such restrictions by
anyone.
To the extent permissible under
applicable laws and regulations, including Rule 14e-5 under the
U.S. Exchange Act, Total and its affiliates or its broker and its
broker's affiliates (acting as agents or on behalf of Total or its
affiliates, as applicable) may from time to time after the date
hereof, including other than pursuant to the tender offer, directly
or indirectly purchase any equity-linked securities. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. In no event will
any such purchases be made for a price per share that is greater
than the tender offer price. No purchases will be made outside of
the tender offer in the United States of America by or on behalf of
the Total or its affiliates. In addition, the financial advisors to
Total may also engage in ordinary course trading activities in
securities of Direct Energie, which may include purchases or
arrangements to purchase such securities.
This press release may include
'"forward-looking statements" and language indicating trends, such
as the words "anticipate", "expect", "approximate", "believe",
"could", "should", "will", "intend", "may", "potential" and other
similar expressions. These forward-looking statements are only
based upon currently available information and speak only as of the
date of this press release. Such forward-looking statements are
based upon management's current expectations and are subject to a
significant business, economic and competitive risks, uncertainties
and contingencies, many of which are unknown and many of which
Total is unable to predict or control. Such factors may cause
Total's actual results, performance or plans with respect to the
transaction to differ materially from any future results,
performance or plans expressed or implied by such forward-looking
statements. Total will not accept any responsibility for any
financial information contained in this press release relating to
the business or operations or results or financial condition of the
other or their respective groups. Total expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based.
About
Total
Total is a global integrated
energy producer and provider, a leading international oil and gas
company, a major player in low-carbon energies. Our 98,000
employees are committed to better energy that is safer, cleaner,
more efficient, more innovative and accessible to as many people as
possible. As a responsible corporate citizen, we focus on ensuring
that our operations in more than 130 countries worldwide
consistently deliver economic, social and environmental
benefits.
About Direct
Energie
As France's leading alternative
energy player, Direct Energie positions itself as the energy
operator of the 21st century by focusing its strategy on customer
satisfaction, innovation and the development of the energies of the
future. Operating in France (continental and overseas territories)
and Belgium, the Group supplies electricity and gas to over 2.6
million residential and non-residential customer sites. Direct
Energie also produces electricity through renewable production
facilities (onshore wind, solar, hydraulic, and biogas) and
flexible plants (natural gas combined cycle), located throughout
the region.
Total contacts
Media Relations: +33 1 47 44 46 99
l presse@total.com l @TotalPress
Investor Relations: +44 (0)207 719 7962 l
ir@total.com
Direct Energie contacts
Investor Relations: Mathieu Behar
- mathieu.behar@direct-energie.com - Tel +33 (0)1 73 03 74
16
Press Relations: Frédérique Barthélémy -
relations-presse@direct-energie.com - Tel +33 (0) 73 03 78 72
Press contact Image Sept:
Grégoire Lucas -
gregoire.lucas@image7.fr - Tel + 33 (0)1 53 70 74 94
Marie Artzner -
martzner@image7.fr - Tel + 33 (0)1 53 70 74 31 or + 33 (0)6
75 74 31 73
CM CIC Market Solutions
Stéphanie Stahr -
stephanie.stahr@cmcic.fr - Tel + 33 (0)1 53 48 80 59
This press
release, from which no legal consequences may be drawn, is for
information purposes only. The entities in which TOTAL S.A.
directly or indirectly owns investments are separate legal
entities. TOTAL S.A. has no liability for their acts or omissions.
In this document, the terms "Total" and "Total Group" are sometimes
used for convenience where general references are made to TOTAL
S.A. and/or its subsidiaries. Likewise, the words "we", "us" and
"our" may also be used to refer to subsidiaries in general or to
those who work for them.
This document may
contain forward-looking information and statements that are based
on a number of economic data and assumptions made in a given
economic, competitive and regulatory environment. They may prove to
be inaccurate in the future and are subject to a number of risk
factors. Neither TOTAL S.A. nor any of its subsidiaries assumes any
obligation to update publicly any forward-looking information or
statement, objectives or trends contained in this document whether
as a result of new information, future events or otherwise.
[1] Based on
45,608,369 shares as of June 30, 2018, in accordance with the
information provided by Direct Energie on its website.
Total acquires 73% of Direct
Energie, files a mandatory tender offer
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information contained therein.
Source: Direct Energie via Globenewswire