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Veolia has announced a merger agreement for the integration of Vigie SA (formerly Suez SA) to simplify its legal structure. Following a successful cash tender offer leading to a mandatory squeeze-out procedure on February 18, 2022, Veolia will hold all shares of Vigie SA until the merger's completion on October 31, 2022. The merger will have a retroactive effect from January 1, 2022 and will not require general meetings or independent audits, per applicable laws.
Positive
Merger simplifies legal structure of Veolia, enhancing operational efficiency.
Veolia now holds all shares of Vigie SA, indicating full control.
Negative
None.
PARIS--(BUSINESS WIRE)--
Regulatory News:
Veolia (Paris:VIE) announced today that it has signed a merger agreement concerning the merger of Vigie SA (formerly known as Suez SA) into Veolia. The purpose of this merger is to simplify and rationalize the legal structure of the Veolia group.
Following the broad success of the cash tender offer initiated by Veolia, which allowed for the implementation of a mandatory squeeze-out procedure on February 18, 2022, Veolia holds, and will hold until the final completion of the merger, all the shares representing the entire capital of Vigie SA.
The merger will therefore be carried out under the simplified merger regime, without the need for a meeting of the general meetings of Veolia1 or Vigie SA, without the issue or exchange of Veolia shares, and without the intervention of an independent expert (expert indépendant), a merger auditor (commissaire à la fusion) or a contribution auditor (commissaire aux apports), in accordance with the applicable laws and regulations.
The final completion of the merger is scheduled for October 31, 2022, and remains subject to the fulfillment of the conditions precedent stipulated in the merger agreement. From an accounting and tax point of view, the merger will have a retroactive effect as from January 1, 2022.
The merger agreement will be filed and published with the clerk of the Paris Commercial Court and published in the Bulletin officiel des annonces civiles et commerciales (BODACC) and the Bulletin des Annonces Légales Obligatoires (BALO) as well as on the websites of Veolia and the Company (www.veolia.com). In addition, all documents and information to be made available will be made available in accordance with applicable laws and regulations.
About Veolia
Veolia Group aims to become the benchmark company for ecological transformation. With nearly 220,000 employees worldwide, the Group designs and deploys game-changing solutions that are both useful and practical for water, waste and energy management. Through its three complementary activities, Veolia helps to develop access to resources, preserve available resources and renew them. In 2021, Veolia supplied 79 million people with drinking water and 61 million people with wastewater services, produced nearly 48 million megawatt hours of energy and treated 48 million metric tons of waste. Veolia Environnement (Paris Euronext: VIE) achieved consolidated revenue of 28.508 billion euros in 2021. www.veolia.com
1 Subject to the application of Article L. 236-11 paragraph 2 of the French Commercial Code, in which case the completion of the merger would be subject to the approval of Veolia's General Meeting.
