EDF: the Court of Appeal rejects the appeal of small shareholders against renationalization

Disappointment for small holders of EDF. The courts on Tuesday rejected their appeal to challenge the validity of the electrician's total renationalization projects, thus seeming to bury their last hopes of obtaining a better buyback price for their woolen socks. The complete takeover, announced last July by the Prime Minister, Elisabeth Borne, and costing 9.7 billion euros, is strategic for the State shareholder, which already held 84% of the national electric flagship before the takeover.

The renationalisation aims to free EDF from the stock market to allow it to revive nuclear power more quickly by financing the renewal of an aging fleet, at a time when Russian gas is lacking, and the construction in the coming decades of at least six new reactors. "In a judgment delivered today, the Paris Court of Appeal rejected the appeal brought by minority shareholders of EDF against the decision of the Autorité des marchés financiers (AMF) of November 22, 2022 which declared the offer to be compliant. public simplified acquisition of the State on the titles EDF”, made known the court in a press release.

In particular, it considered, like the AMF, "that the State's information note on its draft offer and the note in response from EDF to this draft had been drawn up in compliance with the principles of equality treatment of shareholders and market transparency”. The court also held that the independent expert “had checked that the price of the offer proposed by the State was fair, after having evaluated the company EDF according to a multi-criteria approach provided for by the regulations of the AMF”.

It thus defeats the main reason for contestation brandished by the employee and retired shareholders of EDF: for months, they have been contesting by multiple appeals the conditions under which the AMF validated this takeover bid and the price of 12 euros per share. to which the State has decided to buy back from the shareholders the shares it lacks to fully control the electrician.

A price deemed too low: the complainants claimed a minimum of 15 euros. At the opening of the capital in 2005, the action had been sold for 32 euros, with a 20% discount for employees at 25.60 euros. They believe that the company is undervalued and that it has been unfairly penalized in its revenues by a mechanism imposed by the State (Arenh), forcing it to sell its nuclear electricity at low prices to industrialists and suppliers. alternatives.

EDF also had to juggle its corrosion problems in the reactors which caused its production to fall in 2022 and widened its financial losses. "The decision to renationalize was taken in the worst year that EDF has known since its creation in 1946", noted at the hearing Florent Segalen, the lawyer for the employee and retired shareholders of EDF.

The plaintiffs also considered that Jean-Bernard Lévy, then CEO of EDF, should not have taken part in the vote of the EDF board of directors, which issued a favorable opinion on the takeover bid. In question: the accumulation of his functions as censor on the board of directors of Societe Generale, one of the two institutions presenting the offer designated by the State, with his status as a manager appointed by the executive.

The court dismissed these grievances, considering that the note produced by EDF, after a favorable opinion from the board of directors, “provided complete information for the market on the conditions under which” it “had adopted its opinion”. Finally, a certain number of shareholders had accepted the price proposed by the State, and on February 8, the latter held "at the provisional closing of the offer" 95.82% of the capital and 96.53% of the rights. of voting. The state can now buy back the 4% it lacked.