Regulatory News:
Total (Paris:FP) (LSE:TTA) (NYSE:TOT) has entered into an
agreement with the controlling shareholders of Direct Energie1 for
the proposed acquisition of 74.33% of its share capital2, at a
price of €42 per share, ex-dividend of €0.35 per share,
representing an aggregate acquisition price of approximately €1.4
billion. Once this acquisition has been completed, Total will file
with the French Financial Market Authority (Autorité des marchés
financiers) a mandatory tender offer on the securities of Direct
Energie which are traded on Euronext Paris at the same price per
share of €42, which represents a 30% premium above Direct Energie’s
closing share price on April 17, 2018 and a 24% premium above the
volume weighted average share price over the past three months and
13% above the volume weighted average share price over the past six
months. The offer thereby values Direct Energie at approximately
12.5 times its 2018 projected EBITDA.
In connection with this agreement and the tender offer
memorandum entered into with Direct Energie, Direct Energie’s Board
of Directors met on April 17 and unanimously approved the
transaction and has already announced its intention to recommend to
shareholders, subject to the confirmation by the independent expert
that the terms of the tender offer are fair, to tender their shares
into the offer that will be filed. In this respect, Direct
Energie’s Board of Directors has decided to appoint an independent
expert in order to confirm that the terms of the tender offer are
fair in accordance with market regulations.
“Through this transaction, Total is actively pursuing its
development in electricity and gas generation and distribution in
France and Belgium. This friendly takeover is part of the Group’s
strategy to expand along the entire gas-electricity value chain and
to develop low-carbon energies, in line with our ambition to become
the responsible energy major”, said Patrick Pouyanné, Chairman and
CEO of Total. “We are delighted to welcome the Direct Energie teams
into Total, who will contribute their skills in the field of
electricity and who will be at the heart of the Group’s growth
ambition in this field.”
“We welcome this transaction with pride and enthusiasm and we
are convinced that combining with Total will be to the benefit of
our customers.” said Xavier Caïtucoli, Chairman and CEO of Direct
Energie. “The Direct Energie teams will be at the heart of the
strategy of one of the greatest French companies. I have no doubt
that their hard work, creativity and talents will allow the new
entity to expand its ambitions”.
In the field of natural gas and electricity distribution to both
consumers and professionals, Total is firmly establishing itself as
a leading alternative supplier by combining its 1.5 million client
portfolio with Direct Energie’s 2.6 million client portfolio. This
combination will enable Total to pursue its ambitious development
program to become a standard-setting player in electricity supply
in France and Belgium, targeting over 6 million customers in France
and more than 1 million customers in Belgium by 2022.
With this transaction, Total is also pursuing and expanding its
development in the power generation market, with Direct Energie’s
power generation activities offering an excellent complementarity
with those of the Total group’s subsidiaries operating in these
fields. Direct Energie’s installed capacity of 1.35 GW, including
800 MW of gas-fired power plant and 550 MW of renewable
electricity, will supplement Total’s 900 MW installed capacity.
Given Direct Energie’s project portfolio in this area (a 400 MW
gas-fired power plant under construction and a 2 GW pipeline of
renewable electricity projects in France), Total Eren in emerging
countries and Sunpower in the United States, Total aims to have a
global capacity of at least 10 GW of installed capacity within five
years, either in the form of gas-fired power plants or in the form
of renewable electricity capacities.
The transaction remains subject to the information and
consultation process of the relevant employee representative bodies
in accordance with applicable laws. Moreover, the completion of the
acquisition of Direct Energie’s controlling blocks remains subject
to the condition precedent related to the prior approval of the
European commission, which is the competent authority to examine
and approve the acquisition for the purposes of merger control.
The proposed tender offer that will be filed after completion of
the acquisition of Direct Energie’s controlling blocks will be
submitted to the French Financial Markets Authority (Autorité des
marchés financiers), which will review it in accordance with
applicable laws and regulations. The acquisition of the blocks of
shares is expected to be completed during the third quarter and the
proposed tender offer will be filed immediately after such
completion. In the event that the number of shares not tendered to
the offer would not represent more than 5% of the share capital or
voting rights of Direct Energie, Total intends to request the
implementation of a squeeze-out.
The transaction will be financed through Total’s available
cash.
Disclaimer
The documentation relating to the tender offer – if filed – will
include the terms and conditions of the tender offer, which will be
submitted to the French Market Authority (Autorité des marchés
financiers). It is strongly recommended that investors and
shareholders read, when available, the documentation relating to
the tender offer, as well as any amendments to those documents, as
they will contain important information about Total, Direct Energie
and the proposed 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.
To the extent permissible under applicable laws and regulations,
including Rule 14e-5 under the U.S. Securities Exchange Act of
1934, as amended (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, and other than pursuant to the tender
offer, directly or indirectly purchase, or arrange to purchase
shares or any securities that are convertible into, changeable for
or exercisable for such shares. 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 disclaim 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 TotalTotal 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.
* * * * *
Cautionary NoteThis 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 Being (i) the concert composed of Impala SAS, AMS Industries,
Lov Group Invest and EBM Trirhena AG, (ii) Luxempart and (iii) Mr.
Xavier Caïtucoli, Chairman and Chief Executive Officer of Direct
Energie (directly and through its holding CRESCENDIX S.A.S).2 Based
on 44 886 772 shares as of April 10, 2018.
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