Favorable Decision From Paris Commercial Court Against Alstom’s Minority Shareholders In The Context Of The Purchase Of Alstom’s Energy Assets By General Electric

Cleary Gottlieb represented the French Government, acting through the APE (Agence des Participations de l’Etat), in its successful defense before the Paris Commercial Court of claims filed by the Association for the Defense of Minority Shareholders (“ADAM”) in the context of the acquisition by GE of Alstom’s Thermal Power, Renewable Power and Grid Sectors, as well as corporate and shared services for a fixed price representing an Equity Value of €12.35bn and an Enterprise Value of €11.4bn.

After having acquired one share of Alstom’s capital with a view to challenge the whole operation, ADAM alleged that the agreement entered into between the APE and Alstom’s majority shareholder – Bouygues Telecom – should be declared null and void. This agreement allows the French Government to acquire 20% of Alstom’s voting rights and up to 20% of Alstom’s share capital owned by Bouygues within two years. Pursuant to this agreement, Bouygues also lends 20% of Alstom’s shares to the French Government so it can exercise an immediate role as the group’s main shareholder. ADAM argued that the loan agreement was a voting agreement which was not valid under French law.

In a judgment rendered on June 19, 2015, the Paris Commercial Court dismissed ADAM’s claims on the basis that ADAM failed to justify of a sufficient interest in the claims.