Press release Paris, March 21st 2012
POWEO AND DIRECT ENERGIE BOARDS OF DIRECTORS HAVE APPROVED THE PRINCIPLE OF A MERGER BETWEEN DIRECT ENERGIE AND POWEO
Further to the signing of a share purchase agreement with Verbund relating to its 46% stake in Poweo announced on July 27th 2011, Poweo and Direct Energie Boards of Directors which met respectively on March 20th and March 21st, have approved the principle of a merger by absorption of Direct Energie within Poweo.
This merger will give birth to the first multi-energy alternative operator with a critical size in France, with more than one million residential and professional customers, delivering every year approximately 10 TWh of electricity and natural gas.
The parity proposed for the considered merger would be of 841 POWEO shares for 9 Direct Energie shares, representing a relative weight of 58,3% for Direct Energie (without considering its 46% stake in Poweo) vs 41,7% for Poweo. Following the merger, the listing on Alternext will be maintained, a listing on Euronext could be considered in the medium term.
The merger project will be submitted for information and consultation to employees' representatives of both companies.
After the confirmation of the parity by the merger auditors that will be appointed by the Tribunal de Commerce de Paris, Poweo and Direct Energie boards of directors should meet again by the end of May 2012 with the objective of determining the final terms of the merger, to sign the merger agreement and convene the shareholders general meetings of Poweo and Direct Energie.
Ecofin and Luxempart, shareholders of Poweo, and François Premier Energie (controlled through Financière Lov by Stéphane Courbit), Impala (controlled by Jacques Veyrat) and EBM Trirhena AG (a company of EBM group, a Swiss independent electricity operator), shareholders of Direct Energie, have declared that they give their full support to the merger.
François Premier Energie, Impala, controlling shareholders of Direct Energie, and EBM, which are expected to hold around 71% of the combined entity, have indicated that they would act in concert after the merger and will ask the Autorité des marchés Financiers (AMF) for a dispensation to avoid the launch of a public offer.
Ecofin and Luxempart, that would hold together 14,7% of the combined entity, have also specified that they would act in concert.
About DIRECT ENERGIE
Direct Energie, which was founded in 2003, covers all businesses in the energy value chain. It is involved in electricity and natural gas production, supply and distribution, thus guaranteeing the company's balanced and sustainable development to meet the needs of its customers. Direct Energie is the leading alternative supplier of electricity in France and currently has more than 700,000 private and business customers. Finally, Direct Energie currently supervises a number of electricity generation assets, around ten hydraulic power plants and two wind farms, and develops a portfolio of Combined Cycle Gas Turbine plants. Direct Energie has just won the tender organized by the government for the construction of a 400MW CCGT plant in Brittany.
For more information www.direct-energie.com
About POWEO
POWEO, independent electricity and gas operator in France, supplies energy and energy efficiency and environmental services to close to 350,000 residential and professional customer sites. POWEO is listed on the Alternext compartment of the Euronext Paris Stock Exchange (ALPWO / FR0004191674). For more information please visit the company's website: groupe.poweo.com.
DIRECT ENERGIE Press Contact
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Grégoire Lucas - glucas@image7.fr - Tel + 33 (0)1 53 70 74 94
Marie Artzner - martzner@image7.fr - Tel + 33 (0)1 53 70 74 31
POWEO Press Contact
Ivan Roussin, Communication Director - ivan.roussin@poweo.com - Tel +33 (0)1 70 60 74 69
Investor Relations
Patrick Massoni, POLARIS Investor Relations - polaris.pm@gmail.com - Tél +33 (0)1 70 60 75 09
