In 2025, Brookfield launched a simplified public tender offer for Neoen S.A., a listed renewable energy producer, including both shares and 2022 convertible bonds (OCEANEs). As part of this transaction, Brookfield proposed a price for the OCEANEs that significantly undervalued their fair market worth, based on a flawed methodology that failed to reflect the economic nature of the instrument and breached the principle of equal treatment of security holders.
V E R M E I L L E & C O
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Representation of HBK Europe Management LLP in the context of Brookfield's public tender offer for Neoen (2025)
Advice to HBK Europe Management LLP, a holder of Neoen's 2022 OCEANE convertible bonds, to challenge the price offered in Brookfield's public offer (2025); our intervention contributed to a partial upward revision of the price.
Background
Experience
We acted on behalf of HBK Europe Management LLP, a major holder of Neoen's 2022 OCEANEs, to challenge the fairness of the proposed offer. We addressed formal letters to both the independent expert and the AMF, demonstrating methodological inconsistencies in the fairness opinion. Our intervention contributed to an upward revision of the proposed price, and more broadly, helped reinforce regulatory scrutiny over expert valuations in public tender offers. This case exemplifies our technical capabilities in high-stakes public M&A and our commitment to defending the rights of institutional investors, including holders of complex hybrid instruments.
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