EDF CFO says ready to renegotiate Edison agreement if asked to pay premium for minorities

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French energy group EdF (EDF FP) is ready to renegotiate the whole Edison (EDN IM) agreement if it is asked to pay a premium in any mandatory public offer for the listed Italian group, Thomas Piquemal, CFO of EdF, told dealReporter.

Piquemal said that the French group is not prepared to pay a premium over the already negotiated price of EUR 0.84 per share, which represents Edison’s average trading price over the last 12 months. Should the Italian partners of EdF or Consob, the Italian market regulator, ask for a premium “the whole agreement will have to be renegotiated”, Piquemal said.

Edison’s shares on Friday afternoon were trading at the agreed EUR 0.84 price.

EdF, Delmi and its majority shareholder A2A [A2A IM] have already reached an agreement this month on how to divide Edison’s assets after their current shareholder agreement expires on 30 November. According to the terms of the deal, the companies will dissolve Transalpina Di Energia, the holding company through which they hold 61.4% of Edison. Following this transaction, Delmi will hold a 31% stake in Edison and EdF will hold 50% because of its existing additional 19.359% stake.

This would push EdF over Italy’s 30% mandatory bid threshold, forcing it to launch a mandatory public offer under Italian law.

As part of the agreement, A2A and EdF agreed that the price for a mandatory tender offer on Edison shares by the French group will not be higher than the prior twelve-month average of Edison’s share price.

Speaking in a one-on-one interview on the sidelines of the Financial forum “Actionaria” in Paris, Piquemal indicated that EdF was going to file “in the next few days” with Consob for an exemption from launching a mandatory public offer for the minorities shareholders of Edison.

Although this news service has already reported EdF is unlikely to be granted the exemption, Piquemal pointed out EdF could not know what the response from the Consob would be before the filing had been made and examined.

A person close to Consob said that EdF’s filing of the exemption request is expected this week. The person added that until EdF files an official exemption request with Consob, the Italian regulator cannot make its own valuation on the pricing of the public offer.

Should EdF fail to get the exemption, the French company has already stated it is willing to launch the public offer at EUR 0.84 per share. Piquemal emphasized this corresponds to 10x Ebitda in 2011, pointing out that “similar companies are trading at 5x or 5.5x Ebitda.”

In his presentation, Piquemal said that EdF’s Italian partners had obtained what they were seeking, in particular two hydraulic plants and that the lawyers were now finalizing the deal.

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