Neoen : Signing of the share purchase agreement for the acquisition of a majority stake in Neoen by Brookfield from Impala and other shareholders

On June 24, 2024, following completion of Neoen's works council information and consultation process, a share purchase agreement has been signed between Brookfield (as purchaser) on the one hand, and Impala, the Fonds Stratégique de Participations managed by ISALT, Cartusia, Xavier Barbaro and other shareholders, on the other hand, to acquire approximately 53.12% of the outstanding shares of Neoen at a price of 39.85 euros per share (the "Block Acquisition").

On the same date, Brookfield has also entered into a tender agreement with Bpifrance, through its ETI 2020 fund, according to which the latter has undertaken to tender all the shares held in Neoen, representing 4.36% of Neoen's share capital, in the tender offer that will be launched by Brookfield after completion of the Block Acquisition.

On May 30, 2024, Neoen announced that Impala, the Fonds Stratégique de Participations managed by ISALT, Cartusia, Xavier Barbaro and other shareholders had entered into exclusive negotiations with Brookfield for the sale of a majority block of Neoen's shares to Brookfield (and some of its institutional partners including Brookfield Renewable and Temasek).

As indicated in Neoen's press release dated May 30, 2024, the closing of the Block Acquisition is subject to customary regulatory approvals including antitrust and foreign investments clearances.

Subject to the closing of the Block Acquisition, it is expected that Brookfield would file an all-cash mandatory tender offer for all of the remaining shares and outstanding convertible bonds ("OCEANEs") in Neoen, with the intention of implementing a squeeze out.

It is expected that the regulatory approvals be obtained by Q4 2024 and that the tender offer be launched in Q1 2025.