PARIS, FRANCE: Wendel has successfully completed the sale of 40.5 million shares in Bureau Veritas by way of an accelerated bookbuilding process, representing c. 9% of the company’s share capital, for total proceeds of approximately 1.1 billion euros.

As part of the Offering, the Lac1 fund, managed by Bpifrance, has purchased c.4% of Bureau Veritas’ share capital. Pursuant to a governance agreement entered into by Bureau Veritas and Bpifrance, Bpifrance will be granted the right to nominate one director at the Board of Directors of Bureau Veritas, and Wendel will vote in favor of this appointment.

The number of directors at the Board of directors of Bureau Veritas is to remain at 12 and Wendel will retain four directors, in line with the current situation.

Wendel remains Bureau Veritas’ largest shareholder with a c. 26.5% stake and c. 41.2% of the voting rights post transaction.

The transaction results in a capital gain of approximately 800 million euros which is accounted for through equity and has no impact on Wendel’s income statement in accordance with accounting standards applied to majority investments.

Wendel has entered into a lock-up commitment relating to its remaining Bureau Veritas shares, which will end after a period of 180 calendar days from the settlement date of the Offering, subject to certain customary exceptions or waiver by the Sole Bookrunner. Separately, relating to its newly acquired shares, the Lac1 fund, managed by Bpifrance, has also committed to a 180-calendar day lock-up starting from the settlement of the Offering, subject to certain customary exceptions or waiver by Bureau Veritas.

The Offering was led by Goldman Sachs Bank Europe SE acting as Sole Bookrunner. Goldman Sachs Bank Europe SE and Zaoui & Co acted as Financial Advisor to the Seller in the context of this transaction.