Supporting shareholders during the sale of their 10 percent stake in Nuon to Vattenfall.
Nuon is one of the leading energy players in the Netherlands, formed through a number of mergers of local market players. Because of this structure, Nuon’s shareholders included a wide variety of governmental and municipal players. After considering a number of different strategic scenarios, Nuon decided to partner with an international energy player to better face future challenges within the energy market. JBR represented the shareholders of the EWR municipalities, which held a 10 percent stake in Nuon, during this process.
The EWR municipalities held a minority share in Nuon. Several other shareholders held more major positions, giving them a more decisive position in the strategic repositioning of the company. Our customers’ dilemma was directly linked to their minority share: would the process of finding a new strategic partner allow them to sufficiently defend their position as a minority shareholder?
JBR began by making an analysis of all strategic scenarios on offer, and assessed the clients’ position in each scenario. This resulted in one preferred scenario for the EWR municipalities. The search for a strategic partner for Nuon was organised as a controlled action, and throughout this process we ensured that the position of the minority shareholders were respected. We advised our clients’ during this process on the quality of future partners, the possibilities of different deal structures, the reasonableness of the prices offered and their influence in a future company. We held several meetings with representatives from all individual shareholder groups to inform them about the status of the process. After the contracts were signed, JBR held meetings to explain the transaction to all those involved.
The EWR municipalities sold 49 percent of their stake during 2009 for a price that reflected both a strategic and a control premium. The structure, which allows the shareholders to jointly sell 49 percent at the start of the process and the remaining 51 percent in the years to come, will ensure they retain influence in the future development of Nuon.