23 February 2021 by James Langley

Veolia counters in legal row over bid for Suez

In the latest twist to the takeover battle being waged between the two waste management giants, Veolia says the suspension of its tender offer for 70.1% of Suez by a French commercial court has been “cancelled”.

Veolia bought a 29.9% stake in Suez from Engie in October and announced its intention to acquire the rest of the company (see letsrecycle.com story). Since then, Suez has characterised Veolia’s approach as a hostile takeover bid.

Veolia held its first face-to-face meeting with the Suez works council to discuss the takeover bid on 28 January

In a message to Suez shareholders issued on 7 February, Veolia filed a tender offer of €18 a share for the remainder of the business. However, Suez responded by saying Veolia was “legally prevented from filing a tender offer due to the commitments they have taken and any such filing would be illegal” (see letsrecycle.com story). Its stance was backed by the Nanterre Commercial Court, which suspended Veolia’s tender offer.

Veolia now said the commercial court’s order has been “cancelled”.

‘Delaying tactics’

In a statement published today (23 February), Veolia said: “The order of February 8, 2021, issued without debate and prohibiting Veolia from filing a tender offer for Suez, is cancelled.

“Suez’s delaying tactics once again failed”

Veolia

“As a result, the proceedings initiated by Suez before the Nanterre Commercial Court in an attempt to prevent Veolia from filing a tender offer and its examination by the French Market Authority (AMF) come to an end.

“Suez’s delaying tactics once again failed. As Suez’s action before the Paris Court of Appeal against the AMF’s filing notice is not suspensive, Veolia’s tender offer is therefore continuing.”

The waste management company added its chairman and chief executive officer was willing to present his merger project to all Suez’s directors to “initiate a constructive dialogue” with them.

Report

On 17 February Suez published a summary of a report it had commissioned to challenge Veolia’s assertion that it and Suez needed to grow to remain competitive. The report was produced by boutique consultancy Altermind and Patrice Geoffron, professor of economics at Paris Dauphine University.

It shows Veolia has annual revenues of €27.2 billion, while Suez’s annual revenues stand at €18 billion. Suez suggests this debunks claims that it is too small to compete on its own.

Suez says the report debunks Veolia’s claims that it is too small to compete on its own

The report lists four main reasons to challenge Veolia’s rationale for creating a “world champion of ecological transformation”.

The first of these is that, thanks to their integrated and global nature, Suez and Veolia have reached the critical size beyond which growth is no longer “a competitive factor”.

Secondly, the report claims the merger would “reduce incentives for differentiation and innovation”.

It says the quality and diversity of “partnership ecosystems” is a key dimension of environmental competitiveness and Suez and Veolia are already building such large ecosystems around them.

The fourth reason it gives is that mergers and acquisitions operations of this scale generate specific costs and delays.

A summary of the report can be read here.

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