06/13/2017

EDF Energies Nouvelles completes the acquisition of a 67.2% stake in FUTUREN

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.

Image: EDF EN

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 9^th, 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 the shareholders on June, 28^th, its 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, 16^th 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.