Neoen
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Toronto and Paris, 30 May 2024
Brookfield enters into exclusive negotiations with Impala and other shareholders to acquire a majority stake in Neoen and launch a mandatory tender offer for 100% of the company 

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OR TO ANY US PERSON, OR TO ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL. 

  • Brookfield has entered into exclusive negotiations with Impala, the Fonds Stratégique de Participations managed by ISALT, Cartusiai and Xavier Barbaro, and other shareholdersii to acquire approximately 53.32% of the outstanding shares of Neoen at a price of 39.85 euros per shareiii. 
  • The acquisition price represents a 26.9% premium over the last closing price and premia of 40.3% and 43.5% over the 3- and 6-months volume-weighted average price respectivelyiv. Brookfield’s offer implies an equity value for 100% of the shares of 6.1 billion euros. 
  • Subject to closing of the block acquisition, Brookfield would file an all-cash mandatory tender offer for all of the remaining shares and outstanding convertible bonds (“OCEANEs”) in Neoen with the intention of implementing a squeeze out. 
  • The Neoen Board of Directors has unanimously welcomed Brookfield’s proposal and has appointed Finexsi as independent expert for the Board of Directors of Neoen. 
  • Brookfield’s intention is to accelerate Neoen’s development and strengthen its position as a global leader in renewable energy. 

TORONTO and PARIS, May 30, 2024: Brookfield (NYSE: BAM, TSX: BAM), together with its institutional partners including Brookfield Renewable (NYSE: BEP, BEPC; TSX: BEP.UN, BEPC) and Temasek, through a special purpose vehicle exclusively controlled by Brookfield (“Brookfield Renewable Holdings”)v, has entered into exclusive negotiations to purchase a 53.32% shareholding in Neoen (ISIN code: FR0011675362, Ticker: NEOEN)vi, a leading global renewable energy developer headquartered in France, from Impala, the Fonds Stratégique de Participations (FSP), Cartusia and Xavier Barbaro, and other shareholdersvii at a price per shareviii of 39.85 euros (the “block acquisition”). 

Following the block acquisition, Brookfield Renewable Holdings would file a mandatory cash tender offer for the remaining shares and OCEANEs in Neoen (the “tender offer”) at a price of 39.85 euros per share and at a price per OCEANEs issued in 2020 (“OCEANEs 2020”) and 2022 (“OCEANEs 2022”) in line with the offer price for the shares and the terms of each OCEANEix. 

Connor Teskey, CEO, Renewable Power & Transition at Brookfield Asset Management, said: “Under Impala’s sponsorship, Neoen has built one of the world’s greatest renewable energy development platforms. We are excited to build on Brookfield’s expertise, track-record and access to capital to further accelerate Neoen’s growth while preserving its culture and identity. Acquiring Neoen further strengthens Brookfield’s global scale, while diversifying into key renewables markets and adding expertise in battery storage technology. We look forward to partnering with management to scale-up the business to meet the growing demand we are seeing for clean power.” 

Jacques Veyrat, founder and president at Impala said: “Impala is delighted to sell the control of Neoen to Brookfield, a responsible actor and world leader in the renewable energy market . Impala created Neoen 15 years ago and have since then supported every stage of its development in France and then internationally, with an outstanding success in Australia. With the financial backing of this new shareholder and the talent of Xavier Barbaro and his teams, Neoen will be able to continue its growth trajectory.” 

Xavier Barbaro, Neoen’s Chairman and Chief Executive Officer, said: “After 15 years of successful and profitable growth with Impala as our key shareholder, we are thrilled to open a new chapter in Neoen’s history, with the arrival of Brookfield as our new majority shareholder. We look forward to developing a strong relation with Brookfield that will take Neoen to the next phase of its growth story, further consolidating its leadership position as an independent producer of renewable energy, and one of the most dynamic globally. Our Board of Directors fully welcomes the transaction and sees Brookfield as a partner of choice to preserve the structure and identity of Neoen in the best interests of its employees and its stakeholders.” 

Nicolas Dubourg, Managing Director of the FSP and Chairman of ISALT, said: “We are extremely proud of the way Neoen has developed since the IPO. Driven by a relentless focus on profitable growth, operational discipline and open mindset, and fully focused on renewable energies, Neoen is a best-in-class company in its field. The FSP, which strategy is to remain committed to financing the energy transition, has been at Neoen’s side since the IPO in 2018, and along the capital raises to fund the growth of its installed capacity thereafter. The proposed operation is a demonstration of how long-term investment in innovating French companies run by talented and experienced managers, with the aim to creating international leaders, can generate meaningful impact on a global scale.” 

i Cartusia is a long-term investment vehicle controlled by Xavier Barbaro and his family. 

ii Céleste Management SA and Mosca Animation Participations et Conseil. 

iii The price excludes the dividend decided by the annual shareholders meeting of Neoen held on May 14, 2024. 

iv Historically adjusted for the FY 2023 dividend (ex-date on May 20, 2024). 

v Brookfield is acting in concert with Temasek in relation to Neoen (through Brookfield Renewable Holdings) within the meaning of French securities regulation. 

vi Based on a total of 152,207,004 shares and 152,014,029 theoretical voting rights as of May 28, 2024. 

vii Impala 42.14%, Fonds Stratégique de Participations (FSP) 6.92%, Cartusia and Xavier Barbaro (and his family members) 1.22%, Céleste Management SA 2.48% and Mosca Animation Participations et Conseil 0.55%. The selling shareholders have decided to exercise the option to receive the payment of the dividend approved by the annual shareholders meeting of Neoen held on May 14, 2024 in shares at a price per share of 26.48 euros and such shares would also be acquired as part of the block acquisition. 

viii See endnote iii.  

ix Based on the illustrative scenario of the tender offer opening on January 30, 2025, and taking into account the adjustments of the conversion ratios and the terms and conditions of the OCEANEs, the price per OCEANEs 2020 would be €48.13 and the price per OCEANEs 2022 would be the implied early redemption price of €101,086 (the adjusted conversion ratio would be 1.2077 instead of 1.1760 for the OCEANEs 2020 and 2,506.6079 instead of 2,118.0805 for the OCEANEs 2022).  

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