The French State in Eramet’s €500 Million Rights Offering

Cleary Gottlieb is advising the French State in connection with its strategic investment in Eramet, announced on October 12, 2026.

The French State, acting through the Agence des participations de l’État (APE), will increase its participation in Eramet in the context of Eramet’s €500 million rights offering to be launched in the fourth quarter of 2026, subscribing for its 27.1% pro rata share and acquiring, depending on the transaction reference price, all or part of Sorame-CEIR’s preferential subscription rights (PSR) so that its effective voting rights at general meetings do not exceed 49%. Should the APE not purchase all of Sorame-CEIR’s PSRs, Sorame-CEIR would then subscribe to the balance of the PSRs it received. Sorame-CEIR would subsequently have the right to exercise a put option, while the APE would have the right to exercise a call option, over the new shares subscribed for by Sorame-CEIR in the rights issue. Both options would cover a number of shares such that the French State would not exceed 50% of the company’s share capital.

Following its investment, the APE will become Eramet’s leading shareholder and Sorame-CEIR its second shareholder, and a new shareholders’ agreement will be entered into between them.

The transaction is expected to be executed following the publication of Q3 turnover and before year-end, subject to market conditions and the APE obtaining from the AMF a waiver from its obligation to file a mandatory public offer, with such waiver being final and no longer subject to appeal.

This transaction is part of the government’s strategy in favor of French and European industrial sovereignty in critical minerals and metals.

The Cleary team includes partners Pierre-Yves Chabert and Rodolphe Elineau and associate Laura Bournhonesque. Partner François-Charles Laprévote and associates Tristan Favaletto and Alessandro Carpi are advising on state aid and antitrust/FDI matters. Partner Alexis Raguet is advising on capital markets matters.