Factbox: Gaz de France-Suez planned merger, what next?

Sights

Gaz de France’s central works council CCE on Monday gave its long-awaited opinion on GdF’s planned merger with Suez, clearing the way to the completion of the €100 billion ($157.5 billion) deal.

Here are the next steps for the planned merger, which could be completed within 45 days. It was first engineered by the French government at the start of 2006 to fend off the threat of a bid for Suez from Italian rival Enel.

BOARD MEETINGS:
Gaz de France and Suez will each call a board meeting. They have the option to call meetings with seven days’ notice, or an emergency meeting that could be held within 24 hours. This means the boards could approve the deal by June 4.

AMF CLEARANCE:
The boards of Gaz de France and Suez need to obtain approval of their merger document from French market watchdog AMF. This usually takes about five working days, meaning clearance may be given around June 11, provided the AMF does not require additional information.

EXTRAORDINARY GENERAL MEETINGS:
Once the merger is cleared by the AMF, the boards of both companies will give 30 days’ notice of EGMs, meaning the meetings could be held in the week starting July 14. Suez and Gaz de France had originally planned to complete the deal by the end of June, then said this could slip by a few weeks but would still be around mid-year.

EXPECTED OUTCOME OF EGM:
The French state holds 79.8% of GdF, and is unlikely to vote against a deal it engineered. Meanwhile, Suez’s biggest shareholders -- Groupe Bruxelles Lambert, CDC, Areva, and CNP, with a joint stake of around 16% -- have already joined a shareholder pact for Suez Environment, the water arm of Suez that will be spun off as part of the GdF-Suez merger. Several analysts say other Suez shareholders were unlikely to vote down the merger terms and the principle of a deal that will give birth to a European utility giant, with a market capitalization on par with that of Germany’s E.ON.

A REMINDER OF THE MERGER TERMS:
* Merger of equals on the basis of a 0.9545 to 1 share exchange ratio -- 21 Gaz de France shares for 22 Suez shares -- via the absorption of Suez by Gaz de France.
* The French State will hold more than 35% of the capital of GdF Suez.
* Simultaneous distribution at the time of the merger to Suez shareholders of 65% of the capital of Suez’s Environment activities. GDF Suez will keep the remaining 35%.
* Suez CEO Gerard Mestrallet will run the new group. (Reuters)

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