European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

<ul>
<li>Brookfield acquired a 53.12% stake in Neoen for €39.85/share, triggering a mandatory tender offer for remaining shares and bonds, aiming for a squeeze-out and delisting Neoen.</li>
<li>Regulatory approvals were secured from the EU, France, the US, and Australia, addressing antitrust, foreign investment laws, and energy security concerns.</li>
<li>My PT remains €39.85, in line with the price offered by Brookfield and its partners, which I believe is fair. Completion is expected in Q1 2025. Gross spread is 0.33%.Tender.</li>
</ul>


Brookfield acquired a 53.12% stake in Neoen for €39.85/share, triggering a mandatory tender offer for remaining shares and bonds, aiming for a squeeze-out and delisting Neoen.
Regulatory approvals were secured from the EU, France, the US, and Australia, addressing antitrust, foreign investment laws, and energy security concerns.
My PT remains €39.85, in line with the price offered by Brookfield and its partners, which I believe is fair. Completion is expected in Q1 2025. Gross spread is 0.33%.Tender.


<ul>
<li>On June 24, a share purchase agreement was signed between Brookfield and several shareholders, to acquire 53.12% of Neoen's outstanding shares at €39.85/share. Brookfield has also received irrevocables for 4.36%.</li>
<li>The offer price is generous and this looks a done deal. Spread 5.19%/7.29% (gross/annualised) seems interesting in spite of the longer approval process in energy deals.</li>
<li>The convertible NEOEN 2.875 14-SEP-2027 has a balanced profile. It is trading at (mid) 100.75 (vs. €37.82), vs. a fair price estimate of 113.773.</li>
</ul>


On June 24, a share purchase agreement was signed between Brookfield and several shareholders, to acquire 53.12% of Neoen's outstanding shares at €39.85/share. Brookfield has also received irrevocables for 4.36%.
The offer price is generous and this looks a done deal. Spread 5.19%/7.29% (gross/annualised) seems interesting in spite of the longer approval process in energy deals.
The convertible NEOEN 2.875 14-SEP-2027 has a balanced profile. It is trading at (mid) 100.75 (vs. €37.82), vs. a fair price estimate of 113.773.


Brookfield/Neoen: Share Purchase Agreement, Spread and Convertibles

<ul>
<li>
<a href="https://www.smartkarma.com/entities/brookfield-corp-e3b4f84d-56b4-4ae2-87f3-1c3e83138aea" target="_blank" data-smartkarma-citation="entities:25297:1" rel="noopener">Brookfield (BN CN)</a> has entered exclusive negotiations with the top shareholders of <a href="https://www.smartkarma.com/entities/neoen-sa" target="_blank" data-smartkarma-citation="entities:33002:1" rel="noopener">Neoen (NEOEN FP)</a> to acquire a 53.32% stake at €39.85/share, 26.9% premium, which will trigger a mandatory offer.</li>
<li>The offer represents 15.1x EV/NTM Fwd EBITDA vs. the median of peers at 9.3x. My fair-value estimate (DCF-based) is €33.76/share, therefore the offer is generous, in my view.</li>
<li>Expect the shares to close the spread tomorrow and trade around 3% gross spread and the convertibles to price higher (2% 06/25 at around €51.85, 2.875% 09/27 around 111.72%).</li>
</ul>



Brookfield (BN CN) has entered exclusive negotiations with the top shareholders of Neoen (NEOEN FP) to acquire a 53.32% stake at €39.85/share, 26.9% premium, which will trigger a mandatory offer.
The offer represents 15.1x EV/NTM Fwd EBITDA vs. the median of peers at 9.3x. My fair-value estimate (DCF-based) is €33.76/share, therefore the offer is generous, in my view.
Expect the shares to close the spread tomorrow and trade around 3% gross spread and the convertibles to price higher (2% 06/25 at around €51.85, 2.875% 09/27 around 111.72%).


Brookfield to Launch Mandatory Offer for Neoen

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>
<a href="https://www.smartkarma.com/entities/seven-i-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:1041:1" rel="noopener">Seven &amp; I Holdings (3382 JP)</a>'s analysts' call transcript is worth listening to. The math on the takeover maths well. This is a buy on dip. Again.</li>
<li>Those who bought into <a href="https://www.smartkarma.com/entities/ping-an-healthcare-and-technology-company-limited" target="_blank" data-smartkarma-citation="entities:27008:1" rel="noopener">Ping An Healthcare and Technology (1833 HK)</a>'s punchy dividend, whether in cash or scrip, the trade has panned out well. </li>
<li>KKR extends its Offer for <a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a>. Separately, Bain said it had destroyed confidential data, as requested, but it's unclear how and when that data was destroyed.</li>
</ul>



Seven &amp; I Holdings (3382 JP)'s analysts' call transcript is worth listening to. The math on the takeover maths well. This is a buy on dip. Again.
Those who bought into Ping An Healthcare and Technology (1833 HK)'s punchy dividend, whether in cash or scrip, the trade has panned out well. 
KKR extends its Offer for Fuji Soft Inc (9749 JP). Separately, Bain said it had destroyed confidential data, as requested, but it's unclear how and when that data was destroyed.


Last Week in Event SPACE: Seven & I, PA Gooddoctor, Fuji Soft, WH Group

Solaria Energia y Medio Ambiente / Event-Driven

<ul>
<li>Solaria Energia y Medio Ambiente (SLR SM) faces stock market volatility amid takeover rumors. The controlling family reportedly won't sell below €20/share, a 79% premium to current prices.</li>
<li>After the takeover of other independent power developers, Solaria may now hold some scarcity value. Premia in comparable transactions range from 27% to 54%. Solaria trades at 11.2x fwd EBITDA.</li>
<li>A 50% premium (€16.8/share, €3.1bn EV) takeover wouldn't be irrational at 14.7x EBITDA. I believe the shares are undervalued and recommend buying SLR SM at current prices, anticipating a possible deal.</li>
</ul>


Solaria Energia y Medio Ambiente (SLR SM) faces stock market volatility amid takeover rumors. The controlling family reportedly won't sell below €20/share, a 79% premium to current prices.
After the takeover of other independent power developers, Solaria may now hold some scarcity value. Premia in comparable transactions range from 27% to 54%. Solaria trades at 11.2x fwd EBITDA.
A 50% premium (€16.8/share, €3.1bn EV) takeover wouldn't be irrational at 14.7x EBITDA. I believe the shares are undervalued and recommend buying SLR SM at current prices, anticipating a possible deal.


Solaria: The Next Big Takeover in Spanish Renewables?

France

Neoen operates as an independent energy company. The Company develops, finances, builds, and manages renewable energy power plants such as solar, wind, and biomass. Neoen serves customers worldwide.

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Neoen (NEOEN FP)

Brookfield/Neoen: Close to Completion

Brookfield acquires majority stake in Neoen, triggers mandatory tender offer for remaining shares and bonds, aiming for squeeze-out and delisting....

Jesus Rodriguez Aguilar

Brookfield to Launch Mandatory Offer for Neoen

Brookfield (BN CN) has entered exclusive negotiations with the top shareholders of Neoen (NEOEN FP) to acquire a 53.32% stake at €39.85/share,...

Jesus Rodriguez Aguilar

Last Week in Event SPACE: Seven & I, PA Gooddoctor, Fuji Soft, WH Group

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

Solaria: The Next Big Takeover in Spanish Renewables?

Solaria Energia y Medio Ambiente (SLR SM) faces stock market volatility amid takeover rumours. The controlling family reportedly won't sell below...

Jesus Rodriguez Aguilar

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Brookfield/Neoen: Close to Completion

​Brookfield acquires majority stake in Neoen, triggers mandatory tender offer for remaining shares and bonds, aiming for squeeze-out and delisting....

Jesus Rodriguez Aguilar

Brookfield/Neoen: Share Purchase Agreement, Spread and Convertibles

On June 24, a share purchase agreement was signed between Brookfield and several shareholders, to acquire 53.12% of Neoen's outstanding shares at...

Jesus Rodriguez Aguilar

Brookfield to Launch Mandatory Offer for Neoen

Brookfield (BN CN) has entered exclusive negotiations with the top shareholders of Neoen (NEOEN FP) to acquire a 53.32% stake at €39.85/share,...

Jesus Rodriguez Aguilar

Last Week in Event SPACE: Seven & I, PA Gooddoctor, Fuji Soft, WH Group

It’s Sunday! Pour yourself a coffee, grab a comfortable seat, and sift through a brief summary of insights on various events discussed during the...

David Blennerhassett

Solaria: The Next Big Takeover in Spanish Renewables?

Solaria Energia y Medio Ambiente (SLR SM) faces stock market volatility amid takeover rumours. The controlling family reportedly won't sell below...

Jesus Rodriguez Aguilar

Brookfield acquires majority stake in Neoen, triggers mandatory tender offer for remaining shares and bonds, aiming for squeeze-out and delisting....