The merger will be preceded by the payment of an exceptional dividend of €1.25 billion by Suez to its shareholders, equivalent to €1 per Suez share following which the share exchange ratio in the will be one for one, representing a premium for GdF shareholders of 3.9% on the basis of the average stock price over the last three months.
The energy asset portfolio, primarily located in France and Belgium, will allow it to benefit from the gas-electricity convergence and to gear up to serve the fully liberalised energy market in July 2007, the companies say.
The new group will become the fifth-largest producer of electricity, and the operator of the largest European gas transport and distribution network.
In the short-term, it is expected that the group will be capable of generating €500 million in operational synergies per year before tax.
Significantly, according to the company statements, the merger has the support of the French and Belgian governments.
The transaction is scheduled to be completed in the second half of 2006.
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