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Brookfield Renewable Holdings Set to Acquire Majority Stake in Neoen
Overview of the Tender Offer
Brookfield Renewable Holdings announced plans to acquire at least 85.39% of Neoen’s share capital through a mandatory cash tender offer for shares and convertible bonds. This initiative follows the conversion of all convertible bonds obtained during the offer process. Approved by the French financial markets authority, the tender offer, which began on February 13, 2025, will conclude on March 13, 2025. Currently, Brookfield holds approximately 84.46% of Neoen’s shares along with considerable portions of its convertible bonds. The offer price is set at 39.85 euros per share, representing a substantial premium compared to earlier trading prices. Provided that the offer conditions are satisfied, Brookfield intends to execute a squeeze-out procedure to consolidate remaining Neoen shares at the offered price. Additional details regarding the offer can be accessed on dedicated transaction websites, with evaluations by an independent expert confirming the fairness of the offer.
Potential Benefits of the Acquisition
- Brookfield Renewable Holdings will increase its ownership stake to at least 85.39% post-conversion of the convertible bonds, strengthening its control over Neoen.
- The tender offer includes a premium of 40.3% and 43.5% compared to the 3-month and 6-month volume-weighted average price (VWAP) of Neoen shares, which may appeal to current shareholders.
- Neoen’s Board of Directors has expressed approval for the offer, indicating a supportive environment for Brookfield’s acquisition strategy.
Potential Concerns Amid the Acquisition
- This acquisition will reduce Neoen’s free float below 15%, potentially impacting liquidity and altering market perceptions.
- The cash tender offer will not reopen after the closing date, potentially pressuring shareholders to make decisions with limited options.
- The anticipated squeeze-out procedure may leave minority shareholders feeling marginalized and unable to participate in the company’s future growth.
Frequently Asked Questions
What is the Brookfield Renewable Holdings tender offer for Neoen?
The tender offer represents a cash acquisition for Neoen shares and convertible bonds, sanctioned by the French financial markets authority.
When does the tender offer for Neoen close?
The tender offer is scheduled to close on March 13, 2025, with results published on March 18, 2025.
What percentage of Neoen will Brookfield own following the offer?
Brookfield Renewable Holdings is expected to control at least 85.39% of Neoen’s share capital after converting the tendered convertible bonds.
What is the share price in the tender offer?
The tender offer specifies a price of 39.85 euros per share, which is significantly higher than the recent trading averages.
How can Neoen shareholders obtain more information about the offer?
Shareholders are encouraged to contact a toll-free number or visit the designated transaction websites for comprehensive details about the tender offer.
Disclaimer: This summary is a generated representation of a press release distributed by GlobeNewswire. The AI model summarizing this release may contain inaccuracies. View the complete press release here.
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Full Release
Paris, March 6, 2025 (GLOBE NEWSWIRE) —
NOT TO DISTRIBUTE, PUBLISH OR DISSEMINATE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY OTHER JURISDICTION IN WHICH DISTRIBUTION, PUBLICATION OR DISSEMINATION WOULD BE PROHIBITED
Brookfield Renewable Holdings to Maintain Majority Stake in Neoen Following Tender Offer
- The mandatory cash tender offer filed by Brookfield Renewable Holdings for Neoen shares and bonds, approved by the French financial markets authority on February 11, 2025, will conclude on March 13, 2025.
1
. - Brookfield has committed to converting all convertible bonds acquired during the offer, securing at least 85.39% of Neoen’s share capital after this conversion.
2
.
TORONTO AND PARIS, 6 MARCH 2025
– The mandatory simplified cash tender offer filed by Brookfield Renewable Holdings for Neoen shares (ISIN code: FR0011675362, Ticker: NEOEN) and the convertible bonds issued in 2020 (ISIN code: FR0013515707) and 2022 (ISIN code: FR001400CMS2) opened on February 13, 2025, and will close on March 13, 2025.
1
.
As of today, Brookfield Renewable Holdings directly holds:
- 129,223,594 shares, representing 84.46% of Neoen’s share capital
3
; - 2,776,857 2020 OCEANEs, amounting to 75.47% of the existing 2020 OCEANEs; and
- 2,523 2022 OCEANEs, accounting for 84.10% of the remaining 2022 OCEANEs.
4
.
These figures do not reflect the upcoming shares and OCEANEs that will be acquired.
“`# Brookfield Renewable to Convert OCEANEs and Extend Tender Offer
Brookfield Renewable Holdings continues its strategy regarding Neoen shares as the market anticipates the outcome of the ongoing offer. Today, Brookfield announced its decision to proceed with the conversion of all OCEANEs it has acquired so far.
Upon completion of this conversion, Brookfield Renewable Holdings will directly hold at least 138,876,760 shares, equating to 85.39% of Neoen’s equity.
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This move will decrease the free float to below 15% of the outstanding shares.
As a mandatory simplified cash tender offer, Brookfield’s Offer will not be reopened after March 13, 2025. The results of the Offer are expected to be publicized on March 18, 2025.
If the conditions are satisfied by the time the Offer closes, Brookfield will initiate a squeeze-out procedure for the remaining Neoen shares and OCEANEs based on the Offer price.
The documentation related to the Offer, which includes Brookfield’s offer document approved by the AMF (reference 25-030) and Neoen’s corresponding response document (reference 25-031), can be accessed on the dedicated transaction websites of Neoen (
www.neoen.com
) and Brookfield Renewable Holdings (
www.neoen-offer-brookfield.com
), as well as on the AMF’s website (
www.amf-france.org
).
Transaction Terms and Pricing Overview
The Offer is priced at €39.85 per share, reflecting a premium of 40.3% and 43.5% over the respective three-month and six-month volume-weighted average prices of Neoen shares as of May 29, 2024, which is the trading day before the announcement.
The values for the OCEANE 2020 and OCEANE 2022 are €48.14 and €105,000.00 (coupon attached)
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, aligning with the Offer price for shares and the specific terms for each OCEANE.
Neoen’s Board of Directors, guided by the ad hoc Committee, has confirmed that the Offer serves the interests of the company, its employees, shareholders, and convertible bondholders. They recommend that shareholders and bondholders tender their securities in accordance with the Offer.
Finexsi, acting as an independent expert, released a report endorsing that the financial terms of the Offer are fair for Neoen’s shareholders and convertible bondholders.
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This Offer is conducted in the U.S. according to U.S. tender offer rules, including Regulation 14E under the U.S. Securities Exchange Act of 1934, and the “Tier II” exemption for foreign private issuers allowable under Rule 14d-1(d) under the U.S. Exchange Act.
For additional assistance, a toll-free number is available to retail Neoen shareholders with questions about the Offer during the open period:
0 800 91 88 94
D.F. King Ltd is serving as the information agent for Neoen’s institutional shareholders, with Mr. David Chase Lopes available for inquiries at
david.chaselopes@dfkingltd.co.uk
.
Important Disclaimer
The above information concerns the tender offer submitted by Brookfield Renewable Holdings SAS under the General Regulations of the Autorité des marchés financiers (the “AMF”) for all shares and OCEANEs of Neoen (the “Offer”). This Offer is limited to jurisdictions where it is permissible under local laws. There has been no application for registration or approval from any financial market regulatory authority other than the AMF. Consequently, no steps will be taken in this regard. The offer and related documents do not constitute an offer to sell or acquire financial instruments or a solicitation in jurisdictions where such actions would be unlawful.
Foreign holders of Neoen shares and OCEANEs must confirm their eligibility under local laws to participate in the Offer without requiring Brookfield to undertake additional formalities. Local regulations may impose restrictions on the publication and acceptance of the Offer documents. Thus, individuals in possession of the documents are responsible for understanding and adhering to these local restrictions.
The Offer will be conducted in the United States in accordance with Section 14(e) of the U.S. Exchange Act and associated regulations, including Regulation 14E after applying the exemptions provided by Rule 14d-1(d) and the relevant French laws.
1
See AMF notices 225C0297 and 225C0298.
2
The figures include all shares and OCEANEs acquired on the market up to March 5, 2025, but do not account for those to be tendered in the semi-centralization process of Euronext Paris, which will be clarified post-Offer.
3
Data is based on Neoen’s share capital as of February 28, 2025, which totals 152,992,047 shares.
4
Neoen has the option to early redeem OCEANEs if the remaining outstanding bonds represent less than 15% for 2020 OCEANEs and less than 20% for 2022 OCEANEs.
5
Brookfield intends to convert OCEANEs during or post-Offer period as stated in the offer document.
6
This is based on a new total Neoen share count of 162,645,213.
7
The stated Offer price per 2022 OCEANE reflects its ex-coupon price and the amount of the coupon to detach on March 12, 2025.
8
See Finexsi’s updated report dated January 27, 2025, along with its supplementary note.
This article was originally published on Quiver News, read the full story.
The views and opinions expressed herein are those of the author and do not necessarily represent those of Nasdaq, Inc.
