At EDF, one CEO saves another. On Sunday night at the electrician’s headquarters, the directors met for the second time in two days. At 6:00 p.m., they were summoned to vote for the second time in less than a month on the takeover bid (OPA) aimed at the renationalization of the group by the State, an 84% shareholder. In a tense atmosphere, the independent administrators, who support the OPA, face off against the salaried administrators who are also opposed.
By the end of October, the two camps had finished even, six independent directors against six salaried directors. This situation forced Jean-Bernard Levy to use his casting vote as CEO, which he has in case of a tie. The shareholder employees were moved and have already filed two appeals before the commercial court. They accuse him of being in a situation of conflict of interest when he is also a censor of Société Générale, one of the banks in charge of the takeover bid. According to them, the CEO should have abstained during the vote.
game of return
The State was willing to reconsider this disputed vote. On Friday, the EDF board co-opted Luc Rémont, chosen by the State to take the initiative, as administrator. A procedure required by the statutes of the public company and necessary before its official appointment by presidential decree scheduled for Wednesday in the Council of Ministers…
When EDF convened a new council last Sunday, the two chief executives sat around the table in an unprecedented configuration. Jean-Bernard Levy remains officially CEO and Luc Rémont awaits his appointment by decree, which is due to take place this Wednesday. If EDF’s board met on Sunday, it must decide on changes to the purchase offer. Luc Rémont participates in this new vote.
The opponents are then in a minority compared to the five independent directors, plus the two CEOs who vote in favor of the OPA. The “return party” ends with a final result of seven votes against six. This new vote “erases” the one of October 27, considered controversial by the shareholder workers.
“Fraudulent maneuvers”, according to the unions
Two general directors for such a crucial vote, the unions denounce “fraudulent maneuvers”, when the EDF communication only evokes a “time coincidence”.
The soap opera is probably not over as the Authority for Financial Markets (AMF) gave the go-ahead for the state takeover on Tuesday night. Minority shareholders are taking a step forward in EDF’s valuation method, which set the takeover bid price at 12 euros per share.
EDF did not want to communicate about the council vote on Sunday night and the new elements brought to the takeover bid. “The lack of transparency in this matter harms the Parisian market,” says Sophie Vermeille, a lawyer for EDF’s US investment fund shareholders. “By not making the new information provided by EDF public, it is as if the AMF has listened to only one party.” After the renationalization, the lawyer does not rule out requesting an additional price for her clients from the commercial court. Other minority shareholders could join him.
Source: BFM TV
