Temasek in Take-Private of Neoen

Cleary Gottlieb advised Temasek in connection with its participation in the take-private of Neoen S.A. (Neoen), a leading global renewable energy developer headquartered in France, led by Brookfield.

On May 30, 2024, Brookfield, together with its institutional partners including Temasek, announced having entered into exclusive negotiations to purchase a 53.32% stake in Neoen from Impala, the Fonds Stratégique de Participations (FSP), Cartusia, Xavier Barbaro, and other shareholders and its intention to file, subject to closing of such block acquisition, an all-cash mandatory simplified tender offer for all of the remaining shares and outstanding convertible bonds (OCEANEs) in Neoen with the intention of implementing a squeeze out.

The offer implies an equity value for 100% of the shares of €6.1 billion. The mandatory simplified cash tender offer on Neoen’s remaining shares will be made at the same price per share as the block acquisition.

The board of directors of Neoen has unanimously welcomed the consortium’s proposal.

The transaction is subject to customary regulatory approvals including antitrust and foreign investments clearances. It is expected that the regulatory approvals would be obtained by Q4 2024 and that the tender offer would be launched in Q1 2025.