Darrois Villey Maillot Brochier advised Bouygues in the establishment of an agreement with the French State, granting the latter an option to acquire up to 20% of the share capital of Alstom from Bouygues.
This agreement followed the announcement of projects by Alstom and General Electric Bouygues. In order to support these projects having strategic and industrial merits, Bouygues entered into an agreement with the French State pursuant to which the French State, or any State-controlled entity of its choice, could acquire a portion of Bouygues stake in Alstom.
This agreement is subject to the effective completion by Alstom of the transactions announced on 21 June 2014 and is based on the following principles:
During the 20-month period following the full completion by Alstom of the transactions announced on 21 June 2014, the French State has an option to purchase up to a maximum of 20% of Alstom’s share capital held by Bouygues at the market price after application of the usual discount, provided that this price is superior or equal to the equivalent of a theoretical adjusted price of 35€. At the end of this 20-month period and during a period of eight trading days, the purchase may be carried out at the market price after application of the usual discount, up to a maximum of 15% of Alstom’s capital.
In addition, starting from date on which the transactions announced by Alstom on 21 June 2014 are fully completed, Bouygues will allow the French State, by means of securities lending, to exercise 20% of Alstom’s voting rights, and will support the appointment by the French State of two directors to the Alstom board.