EDF has announced the disposal of its 65.01% stake in the capital of Dunkerque LNG, the owner and operator of the Dunkirk liquified natural gas terminal, to two investment consortia: the first being made up of Fluxys, AXA Investment Managers – Real Assets and Crédit Agricole Assurances, the second led by IPM Group and Samsung Asset Management. For this transaction, Baker McKenzie, Clifford Chance and Fidal advised EDF, while Freshfields Bruckhaus Deringer, Orrick Rambaud Martel and De Pardieu Brocas Maffei assisted the purchasers.
The LNG terminal of Dunkirk, which became operational in January 2017, is one of the largest terminals in continental Europe. With an annual regasification capacity of 13 billion m³ of natural gas, the terminal is capable of satisfying 20% of the gas demand in France and Belgium. Thanks to its direct pipeline connection between the terminal and the Belgian network, the infrastructure also offers its clients easy and flexible access to the English, Dutch and German markets.
Through the price paid by the two consortia, the average enterprise value for the entire stake amounts to €2.4 billion.
This transaction will allow Fluxys, a gas infrastructure group, which is active on the European markets and based in Belgium, with the support of AXA IM – Real Assets and Crédit Agricole Assurances, to take control and consolidate Dunkerque LNG as part of its global growth strategy. Fluxys’ expertise in the gas sector and the management of LNG terminals should benefit Dunkerque LNG and ensure the industrial continuity and reliability of the terminal.
On the EDF side, Anne Lafont, Head of the Legal, M&A and Financial Law department, and Delphine Guérin, in-house M&A lawyer, worked on the M&A aspects of this transaction while Fanny Grillo, Tax– M&A and Investments manager, was consulted on tax aspects.
EDF was advised by Baker McKenzie with a team led by Stéphane Davin, partner, Savéria Laforce, senior associate, and Noémie Devico, associate. Emmanuel Guillaume, partner and Marie-Laetitia De La Ville-Baugé, counsel, worked on regulatory aspects.
Clifford Chance advised EDF on the tax structuring of this transaction with Alexandre Lagarrigue, partner, and Omar El Arjoun, lawyer.
Fidal carried out the vendor due diligence under the supervision of Stéphanie de Robert Hautequère, partner in M&A, and Marion Grohando, associate.
Fluxys was advised by Freshfields Bruckhaus Deringer with a team made up of Vincent Macq, partner, Guillemette Burgala, counsel, and Victor Cann, associate, working on corporate aspects. Pascal Cuche, partner, Frédéric Colmou and Louise Bragard, associates, worked on regulatory aspects. Vincent Daniel-Mayeur, partner, Jordan Serfati and Benjamin Boisanté, associates, were consulted on tax matters.
Orrick Rambaud Martel advised AXA Investment Managers – Real Assets and Crédit Agricole Assurances with Patrick Tardivy, partner, Thierry Diouf and Diane de Catuélan, associates, in M&A, as well as Anne-Sophie Kerfant, partner, Margaux Azoulay and Rudy Marouani, associates, on tax aspects.
Lastly, the consortium of Korean investors led by IPM Group and Samsung Asset Management Co., Ltd. was advised by De Pardieu Brocas Maffei, with Christine Le Bihan-Graf, partner, and Elizabeth Creux and Paul Courtade for regulatory and energy law aspects, Cédric Chanas, partner, and Ian Ouaknine for corporate aspects, Laure Givry, partner, and Chimène Faurant, associate, for competition law aspects.
The effective completion of the transaction is expected to take place during the second semester of 2018, once regulatory authorisations have been obtained.