European Event-Driven Analyst

Jesus Rodriguez Aguilar

Event-Driven

<a href="https://www.smartkarma.com/entities/veolia-environnement-sa" target="_blank" data-smartkarma-citation="entities:21568:1" rel="noopener">Veolia Environnement SA (VIE FP)</a> rejects <a href="https://www.smartkarma.com/entities/suez-sa" target="_blank" data-smartkarma-citation="entities:21546:1" rel="noopener">Suez (SEV FP)</a>'s proposal to sell assets to Ardian and GIP.
<ul class="">
<li>Ardian and GIP have now offered to buy a new entity that would encompass Suez's water and waste units, as well as the international water and technology businesses (with c. €9.1 bn turnover, or 53% of Suez’s 2020 turnover), for €12.9 bn, roughly equivalent to Suez's current market value.</li>
<li>
On 20 March, the offer price for of all the relevant activities was increased to €20 per share (cum dividend).
<ul>
<li>
For an implied total equity value of €12,623.2 mn and a total implied EV of €25,093.6 mn.
</li>
<li>
This represents 1.5x EV/Fwd Revenue, 8.1x EV/Fwd EBITDA and 27.5x Fwd P/E.
</li>
<li>
As of 21 March, the transaction was unanimously approved by the Board of Suez. The offer is contingent on Veolia withdrawing its hostile bid across Suez and agreeing to divest some assets as part of a negotiated deal.
</li>
<li>Even so, the Ardian-GIP proposal "is not a counter offer" and is conditional on an agreement between Suez and Veolia.</li>
</ul>
</li>
<li>Suez is "offering" Veolia two solutions to deactivate some of the obstacles it has put in place to make the takeover more difficult:
<ul>
<li>let Ardian and GIP acquire the bits they are interested in (over half of Suez) and increase (Veolia's) offer from €18 to €20 per share, or</li>
<li>increase the offer to €22.5 per share.</li>
</ul>
</li>
<li>
Alternatively, the funds said that if Veolia withdraws its offer within six months, the consortium could consider the filing of a €20 per share (cum dividend) tender offer for the whole of Suez, subject to support of the Suez's Board, the Intersyndicale, and the public authorities; due diligence; and the consortium’s capacity to finance such an offer.
</li>
<li>
Suez has also threatened that if no agreement is reached by 20 April, it would go ahead with a plan that could potentially involve selling some assets in which Veolia is interested.
</li>
<li>
Veolia immediately rejected the proposal, saying it was sticking to its original plan. "The takeover offer made by Veolia remains irrevocable".
</li>
</ul>
<ul>
<li>
Suez's proposal is the last move in a bitter battle between both companies that is being deployed in courts and involves a lot of PR. The French government has so far failed to promote an amicable agreement.
</li>
<li>
Both Suez and Veolia seem ready to lock horns at the AGM, to be held in May or June, unless Veolia gets cold feet and decides Suez is not worth all the hassle. It is probably still soon for that, but if Veolia withdraws, it would still obtain an extraordinary profit of c. €382 mn (before taxes).
</li>
<li>
The share price of Suez has surpassed the €18 per share level of Veolia's bid and seems to be heading towards €20 per share of Ardian's proposal, which would materialize if Veolia withdraws its offer. Recommendation is LONG Suez, TP €20.
</li>
</ul>

Veolia Environnement SA (VIE FP) rejects Suez (SEV FP)'s proposal to sell assets to Ardian and GIP.

Ardian and GIP have now offered to buy a new entity that would encompass Suez's water and waste units, as well as the international water and technology businesses (with c. €9.1 bn turnover, or 53% of Suez’s 2020 turnover), for €12.9 bn, roughly equivalent to Suez's current market value.

On 20 March, the offer price for of all the relevant activities was increased to €20 per share (cum dividend).


For an implied total equity value of €12,623.2 mn and a total implied EV of €25,093.6 mn.


This represents 1.5x EV/Fwd Revenue, 8.1x EV/Fwd EBITDA and 27.5x Fwd P/E.


As of 21 March, the transaction was unanimously approved by the Board of Suez. The offer is contingent on Veolia withdrawing its hostile bid across Suez and agreeing to divest some assets as part of a negotiated deal.

Even so, the Ardian-GIP proposal "is not a counter offer" and is conditional on an agreement between Suez and Veolia.


Suez is "offering" Veolia two solutions to deactivate some of the obstacles it has put in place to make the takeover more difficult:

let Ardian and GIP acquire the bits they are interested in (over half of Suez) and increase (Veolia's) offer from €18 to €20 per share, or
increase the offer to €22.5 per share.



Alternatively, the funds said that if Veolia withdraws its offer within six months, the consortium could consider the filing of a €20 per share (cum dividend) tender offer for the whole of Suez, subject to support of the Suez's Board, the Intersyndicale, and the public authorities; due diligence; and the consortium’s capacity to finance such an offer.


Suez has also threatened that if no agreement is reached by 20 April, it would go ahead with a plan that could potentially involve selling some assets in which Veolia is interested.


Veolia immediately rejected the proposal, saying it was sticking to its original plan. "The takeover offer made by Veolia remains irrevocable".




Suez's proposal is the last move in a bitter battle between both companies that is being deployed in courts and involves a lot of PR. The French government has so far failed to promote an amicable agreement.


Both Suez and Veolia seem ready to lock horns at the AGM, to be held in May or June, unless Veolia gets cold feet and decides Suez is not worth all the hassle. It is probably still soon for that, but if Veolia withdraws, it would still obtain an extraordinary profit of c. €382 mn (before taxes).


The share price of Suez has surpassed the €18 per share level of Veolia's bid and seems to be heading towards €20 per share of Ardian's proposal, which would materialize if Veolia withdraws its offer. Recommendation is LONG Suez, TP €20.



Suez - Veolia Tussle: Ardian and GIP Enter the Fray

After months of repeated attempts to secure a friendly buyout, on the evening of Sunday 7 February, <a href="https://www.smartkarma.com/entities/veolia-environnement-sa" target="_blank" data-smartkarma-citation="entities:21568:1" rel="noopener">Veolia Environnement SA (VIE FP)</a> continued its 80's style public offensive and <a href="https://www.veolia.com/sites/g/files/dvc2491/files/document/2021/02/PR-Veolia-announces-filing-of-public-tender-offer-for-the-entire-share-capital-of-Suez-070221-ENG.pdf" target="_blank" rel="noopener">decided to formally launch a takeover offer to minority shareholders</a>,  for the 70.1% it does not own in <a href="https://www.smartkarma.com/entities/suez-sa" target="_blank" data-smartkarma-citation="entities:21546:1" rel="noopener">Suez (SEV FP)</a>.
<ul>
<li>at a price of € 18.00 cum dividend per share, for a total of €7.9 bn.</li>
<li>Following the presentation of the offer, Suez has reacted immediately saying that legally, Veolia could not present a takeover bid, as it would mean a break in the amicable commitment between both parties. Suez's chairman has said the offer is hostile and undervalues Suez.</li>
<li>First thing this morning, a French court has decided to stop Veolia's offer for the moment.</li>
<li>The French state, which was initially in favor of the Veolia project, seems to put some distance from the tussle in recent weeks and urges dialogue between both parties. “French capitalism can’t be a war of everyone against everyone,” French Finance Minister Bruno Le Maire said in an interview with Europe 1 radio. “Everyone has to be reasonable, wise and have an idea of general public interest because it is a question of thousands of jobs.”</li>
</ul>
If the tender offer is opened, it will require the merger control approval by the European Commission. Veolia reserves the right to waive the said condition.
Going hostile may have been the only way to proceed given the delaying maneuvers by Suez. As the chances to finding a friendly deal were increasingly dim, Veolia should sooner rather than later exercise the power of its majority.
<ul class="">
<li>In this case, the French government cannot act in the same fashion as in CoucheTard bid for Carrefour, because the companies involved are French. </li>
<li>A combined Suez-Veolia would have cost-advantage (economies of scale) and could greatly benefit from the energy transition programs to a low-carbon economy.</li>
<li>Nevertheless until that point, there is a long and winding road: getting rid of the poison pill (transfer of assets to a Dutch foundation), forbidding the disposal of the French water assets in the next four years, and Suez’s planned sale of key assets. Last but not least, softening the stance of French union who have so far sided with Suez's management in this trench war.</li>
<li>The clock is ticking for Suez and Veolia could potentially use its majority holding to unseat Suez's management at Suez’s AGM.</li>
</ul>
Veolia’s CEO said its offer will be open once it gets antitrust clearance, which should take 8 to 14 months (finalized in Q1 2022).
Gross spread is 5%. Reiterate long SZE FP, TP €18 per share.

After months of repeated attempts to secure a friendly buyout, on the evening of Sunday 7 February, Veolia Environnement SA (VIE FP) continued its 80's style public offensive and decided to formally launch a takeover offer to minority shareholders,  for the 70.1% it does not own in Suez (SEV FP).

at a price of € 18.00 cum dividend per share, for a total of €7.9 bn.
Following the presentation of the offer, Suez has reacted immediately saying that legally, Veolia could not present a takeover bid, as it would mean a break in the amicable commitment between both parties. Suez's chairman has said the offer is hostile and undervalues Suez.
First thing this morning, a French court has decided to stop Veolia's offer for the moment.
The French state, which was initially in favor of the Veolia project, seems to put some distance from the tussle in recent weeks and urges dialogue between both parties. “French capitalism can’t be a war of everyone against everyone,” French Finance Minister Bruno Le Maire said in an interview with Europe 1 radio. “Everyone has to be reasonable, wise and have an idea of general public interest because it is a question of thousands of jobs.”

If the tender offer is opened, it will require the merger control approval by the European Commission. Veolia reserves the right to waive the said condition.
Going hostile may have been the only way to proceed given the delaying maneuvers by Suez. As the chances to finding a friendly deal were increasingly dim, Veolia should sooner rather than later exercise the power of its majority.

In this case, the French government cannot act in the same fashion as in CoucheTard bid for Carrefour, because the companies involved are French. 
A combined Suez-Veolia would have cost-advantage (economies of scale) and could greatly benefit from the energy transition programs to a low-carbon economy.
Nevertheless until that point, there is a long and winding road: getting rid of the poison pill (transfer of assets to a Dutch foundation), forbidding the disposal of the French water assets in the next four years, and Suez’s planned sale of key assets. Last but not least, softening the stance of French union who have so far sided with Suez's management in this trench war.
The clock is ticking for Suez and Veolia could potentially use its majority holding to unseat Suez's management at Suez’s AGM.

Veolia’s CEO said its offer will be open once it gets antitrust clearance, which should take 8 to 14 months (finalized in Q1 2022).
Gross spread is 5%. Reiterate long SZE FP, TP €18 per share.

On 7 January, <a href="https://www.smartkarma.com/entities/veolia-environnement-sa" target="_blank" data-smartkarma-citation="entities:21568:1" rel="noopener">Veolia Environnement SA (VIE FP)</a>  increased its bear-hug on <a href="https://www.smartkarma.com/entities/suez-sa" target="_blank" data-smartkarma-citation="entities:21546:1" rel="noopener">Suez (SEV FP)</a> by sending an open letter to the Board of Suez on 7 January and appealing to shareholders at the same time.
The offer, which is not formal, values ​​Suez at €11.3 bn, but Suez still considers it hostile and is trying to put pressure, while the French government continues to quietly mediate for an agreement.
Veolia intends to file a voluntary offer at €18 per share - the same price at which it acquired a 29.9% stake from Engie-, which values ​​100% of Suez at c. €11,252 mn, an implied EV of c. €22,180 mn.
<ul>
<li>The price tag for the remaining stake is €7,887.5 mn.</li>
<li>This represents a 13.2% premium to the VWAP over the 3 months prior to 7 January, and a c. 8.4% premium to the prior trading session.</li>
<li>3.4x EV/Fwd Revenue, 19.9x EV/Fwd EBITDA and 33.1x P/Fwd EPS (source: Capital IQ consensus).</li>
<li>The purchase price will be reduced by any distribution or adjusted to take to account of any capital transaction.</li>
</ul>
The core of the dispute remains unresolved, and to top it off, there is not yet any agreement between the parties involved as to when that will happen.
Regarding the transfer of the French water assets of Suez to a Dutch foundation, Veolia now has to reverse that move. Veolia could exercise its voting power at the next Suez's AGM (likely next summer) and replace the Board of Suez. 
Independently of what happens, Veolia will remain a majority shareholder unless it can be bought out at a price higher than €18 per share. The future does not look pretty for Suez's Board. Both parties should reach an agreement before the AGM.
Recommendation is LONG Suez, TP €18.
<ul>
<li>Suez is trading at a gross spread to the offer of c. 7.7%, which seems adequate given the hostile situation, the time deals in the sector take to complete (all relevant authorisations could take between 12 to 18 months, according to Veolia).</li>
<li>The share price of Suez is slowly but steadily approaching €18.</li>
</ul>

On 7 January, Veolia Environnement SA (VIE FP)  increased its bear-hug on Suez (SEV FP) by sending an open letter to the Board of Suez on 7 January and appealing to shareholders at the same time.
The offer, which is not formal, values ​​Suez at €11.3 bn, but Suez still considers it hostile and is trying to put pressure, while the French government continues to quietly mediate for an agreement.
Veolia intends to file a voluntary offer at €18 per share - the same price at which it acquired a 29.9% stake from Engie-, which values ​​100% of Suez at c. €11,252 mn, an implied EV of c. €22,180 mn.

The price tag for the remaining stake is €7,887.5 mn.
This represents a 13.2% premium to the VWAP over the 3 months prior to 7 January, and a c. 8.4% premium to the prior trading session.
3.4x EV/Fwd Revenue, 19.9x EV/Fwd EBITDA and 33.1x P/Fwd EPS (source: Capital IQ consensus).
The purchase price will be reduced by any distribution or adjusted to take to account of any capital transaction.

The core of the dispute remains unresolved, and to top it off, there is not yet any agreement between the parties involved as to when that will happen.
Regarding the transfer of the French water assets of Suez to a Dutch foundation, Veolia now has to reverse that move. Veolia could exercise its voting power at the next Suez's AGM (likely next summer) and replace the Board of Suez. 
Independently of what happens, Veolia will remain a majority shareholder unless it can be bought out at a price higher than €18 per share. The future does not look pretty for Suez's Board. Both parties should reach an agreement before the AGM.
Recommendation is LONG Suez, TP €18.

Suez is trading at a gross spread to the offer of c. 7.7%, which seems adequate given the hostile situation, the time deals in the sector take to complete (all relevant authorisations could take between 12 to 18 months, according to Veolia).
The share price of Suez is slowly but steadily approaching €18.


The moving parts of <a href="https://www.smartkarma.com/entities/veolia-environnement-sa" target="_blank" data-smartkarma-citation="entities:21568:1" rel="noopener">Veolia Environnement SA (VIE FP)</a> 's bear hug on <a href="https://www.smartkarma.com/entities/suez-sa" target="_blank" data-smartkarma-citation="entities:21546:1" rel="noopener">Suez (SEV FP)</a> start to fit in. Veolia wins the first round in this hostile bid by negotiating a purchase of 29.9% of Suez from Engie.
Nevertheless, a judge suspends Veolia's purchase of 29.9% of Engie's stake in Suez and says Suez's unions should be consulted. Veolia's purchase is not canceled, but delays the whole full takeover plan.
Let us remember that the whole chain of events was unleashed by Engie's plans to adopt a lighter balance-sheet. Subsequently, Veolia decided to make an offer for Engie's stake in Suez, and use it to launch a full takeover bid for Suez.
Its objective, if its rival does not sell assets or change the perimeter, is to pay 18 euros for the remaining shares, which values Suez ​​at €11,252 million.
Veolia is cannily putting now pressure on Suez (as it previously somehow did on Engie) and proposes to Suez to allow each party a period of 6 months ending on March 31st 2021, during which the both companies will undertake their best efforts to reach an agreement to successfully implement the project carried out by Veolia. The following stage would concern antitrust remedies, and the following one would be to line up the funds required for the full takeover bid.
Although this is a puzzle with several moving parts, Veolia appears to be strongly committed to the acquisition of Suez and to have a clear vision of a combined future. The implementation of Veolia's plans could give birth to a leading utility in the water and waste markets, with a pro-forma 2020 income of c. €43 bn (source Capital IQ consensus).
Suez is no longer trading on fundamentals. The mean implied equity value across multiples (source Capital IQ consensus), is €17.05 per share, vs. €18 per share offered by Suez, 5.5% more.
Completing the takeover will be long and cumbersome, expected to complete between end of Q3 2020 and en of Q1 2021), hence the 11.7% gross spread to the terms announced by Veolia
The bid would be likely to go ahead in my view, thus the recommendation is LONG Suez, target price €18 per share.

The moving parts of Veolia Environnement SA (VIE FP) 's bear hug on Suez (SEV FP) start to fit in. Veolia wins the first round in this hostile bid by negotiating a purchase of 29.9% of Suez from Engie.
Nevertheless, a judge suspends Veolia's purchase of 29.9% of Engie's stake in Suez and says Suez's unions should be consulted. Veolia's purchase is not canceled, but delays the whole full takeover plan.
Let us remember that the whole chain of events was unleashed by Engie's plans to adopt a lighter balance-sheet. Subsequently, Veolia decided to make an offer for Engie's stake in Suez, and use it to launch a full takeover bid for Suez.
Its objective, if its rival does not sell assets or change the perimeter, is to pay 18 euros for the remaining shares, which values Suez ​​at €11,252 million.
Veolia is cannily putting now pressure on Suez (as it previously somehow did on Engie) and proposes to Suez to allow each party a period of 6 months ending on March 31st 2021, during which the both companies will undertake their best efforts to reach an agreement to successfully implement the project carried out by Veolia. The following stage would concern antitrust remedies, and the following one would be to line up the funds required for the full takeover bid.
Although this is a puzzle with several moving parts, Veolia appears to be strongly committed to the acquisition of Suez and to have a clear vision of a combined future. The implementation of Veolia's plans could give birth to a leading utility in the water and waste markets, with a pro-forma 2020 income of c. €43 bn (source Capital IQ consensus).
Suez is no longer trading on fundamentals. The mean implied equity value across multiples (source Capital IQ consensus), is €17.05 per share, vs. €18 per share offered by Suez, 5.5% more.
Completing the takeover will be long and cumbersome, expected to complete between end of Q3 2020 and en of Q1 2021), hence the 11.7% gross spread to the terms announced by Veolia
The bid would be likely to go ahead in my view, thus the recommendation is LONG Suez, target price €18 per share.

Veolia - Suez Recap. Veolia Wins the First Round, but Suez's Unions Delay the Operation.

<a href="https://www.smartkarma.com/entities/veolia-environnement-sa" target="_blank" data-smartkarma-citation="entities:21568:1" rel="noopener">Veolia Environnement Sa (VIE FP)</a> announced on 30 August a firm offer to <a href="https://www.smartkarma.com/entities/engie-sa" target="_blank" data-smartkarma-citation="entities:21449:1" rel="noopener">Engie SA (ENGI FP)</a> to acquire a 29.9% stake of <a href="https://www.smartkarma.com/entities/suez-sa" target="_blank" data-smartkarma-citation="entities:21546:1" rel="noopener">Suez (SEV FP)</a> at €15.5 per share. If this offer is accepted by Engie, Veolia intends to launch a voluntary takeover offer for the remaining shares of Suez and estimates the process to last between 12 and 18 months. Veolia aims to create "the French World Champion of Ecological Transformation" and is banking on the increasing demand for water treatment and waste management services worldwide, especially in emerging markets.
<ul class="">
<li>Suez closed today (2 September) at €14.9 per share, a 3.8% absolute spread to the proposed takeover offer price.</li>
</ul>
Suez says that "the approach of Veolia has not been solicited and has not been discussed at all with Suez". But the announcement has almost surely all the blessings of the French government.
The transaction with Engie is highly likely to succeed, thus a full-on offer for Suez is to be expected. The offer price seems fair, 8x EV/forward EBITDA vs. 7.8x for European peers.

Veolia Environnement Sa (VIE FP) announced on 30 August a firm offer to Engie SA (ENGI FP) to acquire a 29.9% stake of Suez (SEV FP) at €15.5 per share. If this offer is accepted by Engie, Veolia intends to launch a voluntary takeover offer for the remaining shares of Suez and estimates the process to last between 12 and 18 months. Veolia aims to create "the French World Champion of Ecological Transformation" and is banking on the increasing demand for water treatment and waste management services worldwide, especially in emerging markets.

Suez closed today (2 September) at €14.9 per share, a 3.8% absolute spread to the proposed takeover offer price.

Suez says that "the approach of Veolia has not been solicited and has not been discussed at all with Suez". But the announcement has almost surely all the blessings of the French government.
The transaction with Engie is highly likely to succeed, thus a full-on offer for Suez is to be expected. The offer price seems fair, 8x EV/forward EBITDA vs. 7.8x for European peers.

France

Veolia Environnement SA operates utility and public transportation businesses. The Company supplies drinking water, provides waste management services, manages and maintains heating and air conditioning systems, and operates rail and road passenger transportation systems.

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Veolia Environnement SA (VIE FP)

Suez - Veolia Tussle: Ardian and GIP Enter the Fray

The share price of Suez has surpassed Veolia's offer price and seems to be heading towards the €20 per share of Ardian's proposal, which would...

Jesus Rodriguez Aguilar

Veolia - Suez: Enough Is Enough

Going hostile may have been the only way to proceed, as the chances to sealing a friendly deal were increasingly dim, Veolia should sooner rather...

Jesus Rodriguez Aguilar

Veolia Steps up Pressure on Suez

Recommendation is LONG Suez, TP €18. Suez is trading at a gross spread to the offer of c. 7.7%, adequate given the hostile situation and the time...

Jesus Rodriguez Aguilar

Veolia - Suez Recap. Veolia Wins the First Round, but Suez's Unions Delay the Operation.

In a puzzle with several moving parts, Veolia is strongly committed to acquiring Suez and creating a giant (pro-forma 2020 income c.€43 bn). The...

Jesus Rodriguez Aguilar

Veolia - Suez: Another French Champion

Veolia environment announced on 30 August a firm offer to Engie to acquire a 29.9% stake of Suez, at €15.5 per share.

Jesus Rodriguez Aguilar

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