Veolia Environnement SA (ENXTPA:VIE) entered into a definitive agreement to acquire Clean Earth, Inc. from Enviri Corporation (NYSE:NVRI) for approximately $3 billion on November 20, 2025. A cash consideration of $3.04 billion will be paid by Veolia Environnement SA. The financing will be funded through the Group?s existing financial resources and debt. In connection with the closing of the Clean Earth sale, Enviri will execute a taxable spin-off of its Harsco Environmental and Rail businesses to shareholders of Enviri as of the closing date of the Clean Earth sale. In the spin-off transaction, Enviri shareholders will receive 0.33 shares of New Enviri for each Enviri share held. Management anticipates approximately 28 million New Enviri shares outstanding upon close, with central corporate costs at New Enviri to be right-sized. The Merger Agreement requires Enviri Corporation to pay Veolia Environnement SA a termination fee of $80 million if the Merger Agreement is terminated. Veolia Environnement SA will be required to pay Enviri Corporation a reverse termination fee of $150 million if the Merger Agreement is terminated. Enviri stockholders to receive $15.00 per share at closing, after debt repayment, transaction costs and other financial considerations. On the trading day following the Distribution, New Enviri common stock will trade on the New York Stock Exchange, using the Enviri Corporation's existing ticker (?NVRI?), and New Enviri will be renamed ?Enviri Corporation".

Clean Earth employees will transition to Veolia.

The transaction is subject to approval by Enviri shareholders, expiration of the waiting period under the Hart-Scott Rodino Act, the effectiveness of a Form 10 registration statement for New Enviri to be filed with the U.S. Securities and Exchange Commission, completion of the New Enviri spin-off transaction, execution of reorganization, Enviri Corporation Stockholder Approval, customary regulatory approval and satisfaction of customary closing conditions. The Boards of Directors of both Enviri and Veolia have unanimously approved this transaction. The transaction is expected to be complete in mid-2026, which will unlock significant sum-of-the-parts value in the Company when completed. The proceeds from this transaction will also enable Enviri to invest in its remaining businesses. As of March 4, 2026, Early Termination of Hart-Scott-Rodino Act Waiting Period for Proposed Sale of Clean Earth is announced. The closing of the Clean Earth sale and spin-off of New Enviri are expected to occur in mid-2026, subject to approval by Enviri shareholders and satisfaction of other customary closing conditions. As of May 4, 2026, Enviri Corporation?s stockholders approved the transaction. As of May 6, 2026, the transaction is expected to close by the end of June 2026. The transaction will be accretive to current net income from 2027 (excluding PPAs) and synergies will start in 2027. As of May 13, 2026, the transaction is expected to close around June 1, 2026.

BofA Securities acted as fairness opinion provider and financial advisor, and Jefferies LLC is serving as financial advisor and Philip Richter, Maxwell Yim, Michael J. Alter, Bernard (Barry) A. Nigro Jr., Aleksandr B. Livshits, Kathy O'Neill, Amy L. Blackman, Michael Schneider, Joshua Thomas Coleman, Jason L. Greenberg, Joshua D. Roth, Ben Clark, Donna Mussio, Charles Stern, Melissa A. Meyrowitz, Stewart A. Kagan, Neda Moussavi, Cecilia Wang, Bradley Russian, Canaan Mills, Niko Savas, Harrisson C. Kummer, Theresa Zieser, Gregory McEvoy, Monica Stephens, Zev Klein, Justin P. Charles, Megan Bishop, Benjamin Kurrass, Cadine M. Bramwell, Aya Itani, Jihyun Park, and Maya Kalman Ingram of Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Enviri. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Enviri. Citi and Messier & Associés are serving as financial advisors and the team of Wachtel Lipton Rosen & Katz led by Adam O. Emmerich, John L. Robinson, Ilene Knable Gotts, Gregory E. Pessin, Ian Boczko, Jonathan M. Moses, Dianna Chen, Mark A. Koenig and Tijana J. Dvornic is serving as legal counsel to Veolia.

Veolia Environnement SA (ENXTPA:VIE) completed the acquisition of Clean Earth, Inc. from Enviri Corporation (NYSE:NVRI) on June 1, 2026.