TOTAL S.A. (ENXTPA:FP) signed an agreement to acquire upstream LNG business from ENGIE SA (ENXTPA:ENGI) for $2 billion on November 8, 2017. Under the terms, TOTAL will pay an aggregate value of $2.04 billion including an earn-out of $550 million based on oil market developments. Following the transaction, TOTAL will take over the teams in charge of the LNG activities at ENGIE, which represents around 180 employees. The transaction is subject to the applicable legally required consultation and notification processes with employee representatives as well as approvals by the relevant regulatory authorities and partners on certain contracts. As of March 2, 2018, the merger has been notified to European Commission for approval. As of April 12, 2018, the transaction is approved by European Commission. The transaction is expected to close by mid-2018. The transaction is expected to translate into a $1.4 billion reduction in ENGIE's consolidated net financial debt, excluding earn-out.

Mathieu Remy, David Lewis, Graham Phillips, David Evans, George Kleinfeld, Alex Nourry, François Farmine, Alexandre Lagarrigue, Gervais Green, Dessislava Savova, Olivier Jouffroy, Alexander Kennedy, Sue Palmer, Pierre-Benoît Pabot du Chatelard, Jitka Susankova, Marine Larrue-Duin, Adeline Nayagom, Alex Franks, Angela Becker, Claire Zhu, Jennifer Storey, Alban Tourneux, Wassilla Kameche, James Shepherd, Tanguy Niazy, Jérôme Jubineau, Laurence Jaton and Tanguy Stinglhamber of Clifford Chance LLP acted as legal advisors to ENGIE SA. Alexandre Ancel, Frédérique Dugué, Flora Leon-Servière, Claire Toumieux, Mathilde Lapostolle, Anaïta Massoumi, Florence Ninane, John Geraghty, Mark Friend, Oliver Bacon, Tom Betts and Jean-François Willems of Allen & Overy France acted as legal advisors to TOTAL. Professionals from Allen & Overy who worked on the deal also included Margot Belfroid, Kristian Bradshaw, Maura Rezendes, Ken Rivlin, Kevin Young, Jean-Francois Willens and Paul Worms. Xavier Etienne, Nicolas Thiroux and Julie Givernaud of PwC Société d'Avocats acted as legal advisors for ENGIE while Stéphane Meffre, Thierry Charpentier, Gad Azuelos, Louis-Marie Jacquelin and Frédéric Spielrein of PwC acted as accountants to ENGIE SA. Hubert Preschez, Louis Aynard de Clermont Tonnerre and Stéphane Krief of Société Générale CIB and Rothschild & Cie acted as financial advisors to ENGIE.