Suez-Veolia war deals a serious blow to stock market law - DJ Plus
Olivier Pinaud,
Agefi
PARIS (Agefi-Dow Jones) - A court ruling blocking a public takeover bid (takeover bid) issued in the middle of the night. A minister of the economy who publicly calls an independent administrative authority. The announcement on Sunday evening of the filing of Veolia's public tender offer for Suez, without the agreement of the latter's board of directors, triggered a chain of unprecedented events for the Place de Paris, bringing the tension between the different parties to its peak.
On Monday evening, the Senate Economic Affairs Committee even called on the government to "impose a ceasefire".
On this point, the Minister of the Economy rather blew on the embers on Monday. Veolia's takeover bid raises "questions of transparency: why was this offer suddenly made?", Bruno Le Maire wondered, on Europe 1. So much so that he announced "to seize the Autorité des marchés financiers from (Monday) morning ", even if it means calling into question the status of independent authority of the AMF.
Unpublished release from the Minister of the Economy
It is always possible to discuss the real scope of independence, when its president is appointed by the President of the Republic. But never had a Minister of the Economy publicly questioned the AMF. A statement which caused a real stir among stock market law specialists, whereas article 9 of the law of January 2017 on the general status of independent administrative authorities clearly stipulates that "members of independent administrative authorities and independent public authorities do not receive or seek instruction from any authority ".
In reality, no one contacted the AMF, nor the Minister, nor a company, nor an investor. Only the authority has the power to take up a case.
Risk for the market
Bruno Le Maire's statement created all the more turmoil since it came after the decision of the Nanterre commercial court to prevent Veolia from filing its proposed public offer on Suez. This decision taken in summary proceedings, at the request of Suez, and without contradiction, on the pretext that Veolia does not respect its commitment of 'friendliness' vis-à-vis the board of directors of its target, is completely unprecedented. If this summary procedure were confirmed during the decision on the merits issued shortly, this would risk overturning the usual rules of stock market law, normally under the responsibility of the AMF.
"Prohibiting Veolia from submitting an offer, when any other stakeholder can do so, hinders the proper functioning of the market and the free play of auctions", worries for example Colette Neuville, president of the Association for the Defense of minority shareholders. "Should the reasoned opinion and the conformity of the offer be a prerequisite for its filing?", Ironically fears a lawyer specializing in stock market law.
Veolia is expected to request this Tuesday the opening of a withdrawal procedure for the order.
The AMF asserts its authority
After these two pitfalls, the AMF indirectly reaffirmed its authority on Monday at the end of the day. She confirmed in a notice that she had received Veolia's proposed public offer for Suez as early as Monday morning at 7:00 a.m., about twenty minutes before the order was communicated to Veolia. Moreover, the order was not enforceable against the AMF. This official filing therefore opens the way, despite the Minister's request and the order, for the file to be examined by the AMF's services according to the usual procedure.
She has one month to decide whether or not the offer is admissible. Suez will then have the possibility, if it wishes, to initiate an appeal against the admissibility decision. It will then be up to the Paris Court of Appeal to decide.
This new surge in testosterone may have the merit of bringing the two players to their senses. During a press conference organized Monday afternoon, Philippe Varin, the president of Suez, and its managing director, Bertrand Camus, said they were ready to find a "negotiated solution" with Veolia. "I remain absolutely open to continue the discussions but this needs to be framed in a much stricter way," said Bertrand Camus. A new meeting with Antoine Frérot is scheduled this week.
-Olivier Pinaud, L'Agefi. ed: ECH