Wendel Sells Bureau Veritas Shares for 750 Million

Cleary Gottlieb represented Wendel SE (Wendel) in the sale of 30.36 million shares of Bureau Veritas SA (representing approximately 6.7% of Bureau Veritas’ share capital) under a prepaid three-year forward sale agreement entered into by and between Wendel (through its wholly owned subsidiary, Eufor SAS) and BNP Paribas SA.

Wendel retains the full ownership of the 30.36 million shares and associated double voting rights until the physical settlement of the forward sale transaction (i.e., until March 17, 2028), and remains Bureau Veritas’ largest and controlling shareholder with a c. 26.5% stake and c. 41.2% of the voting rights.

Simultaneously with the forward sale transaction, Wendel (through Eufor SAS) entered into a call spread transaction to benefit from up to c. 15% of the stock price appreciation over the next three years.

As part of the transactions, BNP Paribas SA and Morgan Stanley Europe SE conducted a private placement of the same number of Bureau Veritas shares underlying the forward sale transaction through an accelerated bookbuild offering. The Bureau Veritas shares sold through the offering were borrowed in the market by BNP Paribas Financials Markets SNC.

The transactions launched on March 11, 2025, and closed on March 14, 2025. They immediately generated net cash proceeds of approximately €750 million to Wendel (through Eufor SAS).