|Jul 20, 2021
Completion of the TCC acquisition. Engie EPS becomes NHOA
Taiwan Cement Corporation, a company listed on the Taiwan Stock Exchange (“TCC”; TWSE: 1101) completed the acquisition of 60.48% of the issued share capital of Engie EPS today, through its wholly-owned subsidiary Taiwan Cement Europe Holdings B.V. (“TCEH”) (the “Transaction”). The aggregate consideration of Euro 132 million was paid in cash, representing a price of Euro 17.10 per share and implying an Enterprise Value of over Euro 240 million.
Immediately following completion of the Transaction and as approved by the shareholders’ meeting of June 25, 2021, Engie EPS has been renamed “NHOA” (taking effect as of today). The new Euronext ticker (NHOA:PA) will be effective as of tomorrow July 21, 2021.
The new corporate website of NHOA is online at www.nhoa.energy.
A meeting of the board of directors of NHOA was held today and resolved upon the following matters: (i) the acknowledgment of the resignation of ENGIE’s representatives as board members (including Mr. Thierry Kalfon, Chairman of the Board) effective as of today and (ii) the appointment (through co-optation) of Mr. Nelson Chang, Mr. Jong-Peir Li, Ms. Chia-Jou Lai and Ms. Feng-Ping Liu as new board members of NHOA, as well as Ms. Chen-Ming Chang as independent director, alongside NHOA’s three existing independent directors (Mr. Romualdo Cirillo, Mr. Luigi Michi and Prof. Veronica Vecchi). Mr. Nelson Chang has been elected Chairman of the Board of Directors. These co-optations are subject to ratification by the next shareholders’ meeting of NHOA.
The board of directors of NHOA, in its new composition, also resolved upon the appointment of Mr. Carlalberto Guglielminotti as group Chief Executive Officer.
TCEH will file a draft simplified tender offer targeting the outstanding shares of NHOA not already held by TCEH, at the same price of €17.10 per share (the “Offer”) with the French Autorité des marchés financiers by the end of July 2021.
TCEH has indicated that, as stated in its press release of May 19, 2021, it intends to maintain the listing of NHOA and it is not planning to request the implementation of a squeeze-out procedure upon closing of the Offer.
The Board of Directors of NHOA will meet in order to issue a reasoned opinion (avis motivé) on the merits and consequences of the Offer for NHOA, its shareholders and its employees on the basis of the report of the independent expert and the draft prepared by the ad hoc committee.
During the first board meeting, Carlalberto Guglielminotti, NHOA’s Chief Executive Officer, outlined that after the signing of the agreement between TCC and ENGIE – as mentioned during the Annual General Meeting on June 25, 2021 – NHOA’s management has started a comprehensive review of the Long-Term Strategic Plan announced in 2019, aimed at updating short and long-term objectives and setting a layout to guide future growth and development in the context of the new horizons ahead with TCC.
The outcome of this strategic review, namely “Masterplan 10x”, will be presented by Carlalberto Guglielminotti to the new Board of Directors scheduled for July 22, 2021.
The Masterplan Day, an investor live webcast with interactive Q&A session, followed by a press conference, is scheduled for July 23, 2021.
Detailed information, dial-ins, webcast links and the presentation will be available on the new Company’s website www.nhoa.energy.