Bredin Prat advises Transition on its combination agreement with Arverne Group with a view to the listing on Euronext Paris of the future French leader in geothermal production and low-carbon lithium extraction

Bredin Prat is advising Transition on its combination agreement with Arverne Group, a specialist in energy recovery from subsurface resources, with a view to the future French leader in geothermal production and low-carbon lithium extraction to drive energy transition being listed on the Professional Segment (compartiment professionel) of Euronext Paris.

Transition and Arverne have secured commitments from a select group of investors, including ADEME Investissement and Crédit Mutuel Equity, who are willing to provide long-term support for the newly-combined entity.

This business combination will involve the merger and absorption of Arverne Group into and by Transition. The transaction values the Arverne shares at €166 million and the Transition shares (issued or to be issued) at around €148 million, representing a pro forma enterprise value of the combined entity of around €257 million.

Completion of the combination, which is notably subject to the approval of the Transition Class B shareholders, is expected to take place in September 2023 or by 31 October 2023 at the latest. On that date, the amount of funding available to the combined entity to support its future development will consist of the funds raised by Transition in its IPO in June 2021 (less the number of Class B shares redeemed following requests from Class B shareholders) and the additional funds raised in a private investment in public equity (PIPE). Two prospectuses, one for the shares issued as part of the merger and one for the ordinary shares issued as part of the PIPE, will be submitted to the French financial markets authority.

Following the combination, Transition will be renamed “Arverne Group”.

The Bredin Prat team advising Transition included:

• Corporate: Olivier Assant (partner) and Jean-Damien Boulanger (counsel)
• Tax: Jean-Florent Mandelbaum (partner) and Pauline Belleau
• Financing: Camille Vedrenne