French market watchdog puts EDF takeover on hold

26 January 2023

The French Financial Markets Authority (AMF) has suspended the state's full takeover of EDF until the Paris Court of Appeal rules on a lawsuit brought by minority shareholders in EDF challenging the deal.

(Image: EDF)

EDF's board of directors on 27 October approved an offer by the French state to renationalise the company by increasing its shareholding in EDF from 84% to 100% in a deal worth almost EUR10 billion (USD10 billion).

The following month, the AMF approved the simplified public tender offer filed by the French state for the equity securities of EDF, with an offer price of EUR12.00 per EDF share and EUR15.52 per OCEANE (existing shares not already held by the French state). The offer was open from 24 November to 22 December inclusive.

A group of minority shareholders took the case to the Paris Court of Appeal arguing that the price offered to EDF shareholders was too low. The employee shareholding fund Actions EDF and the non-profit organisations Energie En Actions and Association pour la Défense des Actionnaires Minoritaires are seeking the annulment of the clearance decision on the offer.

On 20 January, the Ministry of Economy, Finance and Industrial and Digital Sovereignty announced that the state had crossed the threshold of 90.00% of the capital and theoretical voting rights of EDF on a fully diluted basis. "Consequently, the state will be able, at the end of the offer, to proceed with the implementation of the squeeze-out on EDF shares from when it converts the EDF OCEANEs already in its possession".

The AMF has now announced that the simplified public tender offer will be closed on 3 February, pending the decision of the Paris Court of Appeal.

EDF said the French State has undertaken not to implement a squeeze-out procedure prior to the Court of Appeal's decision on the claim on the merits.

Should the Court of Appeal confirm the AMF's clearance decision, the French State will request the AMF reopens the offer for a period of ten trading days after the court's decision. It will then proceed with the squeeze-out if the conditions are met.

In the event that the court annuls or amends the AMF's clearance decision, the French state will return the securities acquired in the offer (both through the semi-centralised offer and through market acquisitions) to former shareholders and/or holders of OCEANEs who so request. Should the French state file an amended draft simplified public tender offer (followed by a squeeze-out) at a more favourable price as a result and following the court's decision, to pay an additional price to shareholders and/or holders of OCEANEs (having tendered their securities in the semi-centralised offer or having sold it on the market within the offer) who have not requested the return of their securities but who request payment of the additional price.

Researched and written by World Nuclear News