Bouygues Energies & Services SA won the auction to acquire EQUANS SAS from ENGIE SA (ENXTPA:ENGI) for an enterprise value of €7.1 billion on November 5, 2021. Bouygues Energies & Services SA signed an agreement to acquire EQUANS SAS from ENGIE SA on November 6, 2021. The acquisition of the shares of Equans will be financed from the Bouygues group's existing resources and a fully committed loan from partner banks, which will ultimately be refinanced through bond issuance. The bank loan will not be subject to any financial covenants or ratings clauses. The new entity will be built around Equans, augmented by the Bouygues group's Energies & Services arm. It will also enjoy a dense branch network in France and Switzerland, thus bringing the business nearer to its customers. No compulsory redundancies in France and Europe for at least 5 years from the completion date of the deal is expected with the creation of a net 10,000 new jobs at Equans by 2026, new career development opportunities within the Group, and development of a comprehensive training program. The new entity, created by the merging of Equans and Bouygues Energies & Services, will be headed by Jérôme Stubler, the current Chief Executive Officer of Equans, who will report directly to Olivier Roussat, Chief Executive Officer of the Bouygues group. It will be Jérôme Stubler's responsibility, along with his team and with Pierre Vanstoflegatte, Chief Executive Officer of the Bouygues group's Energies & Services arm, to determine the organizational structure of the new entity. As with the Bouygues group's other business segments, the combined entity (Equans plus Bouygues Energies & Services) will enjoy significant autonomy. The deal has already been approved unanimously by the relevant employee representative bodies within the Bouygues group. Following the approval of employee representative bodies at Engie and Equans, the final completion of the deal will be subject to regulatory clearance (control procedure of ownership percentages and foreign investment. On May 30, 2022, Bouygues deal to acquire domestic utility Engie SA's energy services arm Equans has been filed for approval by the European Commission (EC). The proposed acquisition has been approved unanimously by the Board of Directors of Bouygues. As of July 19, 2022 European Commission approved the deal. Completion of the deal is expected by the second half of 2022. The deal will be accretive for Bouygues group EPS from year one and there will be significant potential for synergies (estimated, under normal operating conditions, at between €120 million and €200 million per year according to the scenarios). Finally, the new entity will be aiming to generate a mid-term current operating margin of over 5%. As of September 27, 2022, the transaction is approved by CMA.

Amélie Negrier-Oyarzabal, Arnaud Boucher and Pierre Mongin of Greenhill & Co., Inc. (NYSE:GHL) and Matthieu Lance, Sébastien Rapinand and Charlotte Zygband of Crédit Agricole Corporate and Investment Bank S.A., acted as financial advisors; Benjamin Burman, Cécile de Narp, Thibault Verron, Didier Théophile, Line Le Gleut, Thomas Servières, Henri Savoie, Guillaume Griffart, Théo Rodriguez-Heuzet, Laure Laborde, Eloy Genest, Bertrand Cardi, Martin Lebeuf, Vincent Agulhon, Pierre Dabin, Anne-Sophie Del Grande, Maxime Garcia and Christophe Vinsonneau of Darrois Villey Maillot Brochier and Flichy Grangé Avocats acted as legal advisors; Mathieu Schohn, Eric Poitevin, Nicolas Cotis and Nicolas Viens of KPMG N.V., acted as financial, fiscal, legal, carve-out, IT, HR and ESG due diligence providers, whereas Marsh SA acted as insurance due diligence advisors; Eric Confais, Emmanuel Amiot, Marianne Debains and Xavier Ruaux of Oliver Wyman acted as strategy advisors; Florence Olivier, Jérôme Talleux and Albane Eglinger of KPMG Avocats acted as legal, fiscal and social advisors to Bouygues in the transaction. BNP Paribas, Credit Suisse and Citigroup acted as financial advisors; Lisa Lauv of Deloitte acted as vendor due diligence; Sophie Fournier-Dedoyard of KPMG Avocats and BDGS Associés acted as legal advisors to ENGIE SA in the transaction. Mathieu Schohn, Eric Poitevin, Arthur Texte of KPMG Corporate Finance France acted as financial advisors, Nicolas Viens of KPMG acted as I&S advisor, Cédric de Lavalette of KPMG IT Advisory acted as IT due diligence advisor, Jérôme Talleux, Jean-David Parent, Edouard Mouveaux of KPMG Avocats acted as tax due diligence, Florence Olivier, David Guiet, and Bénédicte Pérez of KPMG Avocats acted as legal due diligence advisors, Julie Bellesort, Anaïs Villar and Confirmed of KPMG Avocats acted as due diligence compliance advisors, and Albane Eglinger, Camilla Spira and Constance Mouren of KPMG Avocats acted as social due diligence advisors to Bouygues and Engie in the transaction. Frédéric Bouvet, Christopher Theris, Nina Bowyer, Paul Morton, Régis Oréal, Christelle Salmon Lataste, Sophie Brézin, Elizabeth Debrégeas and Alexandra Neri of Herbert Smith Freehills acting as a legal advisor to ENGIE SA. J.P. Morgan acted as financial advisor to Bouygues. Herbert Smith Freehills LLP acted as legal advisor to ENGIE SA. Jeausserand-Audouard acted as legal advisor to Bouygues. As of August 30, 2022, Competition and Markets Authority has opened a consultation on undertakings proposed by Bouygues S.A. (Bouygues)and Equans S.A.S. (Equans) (together, the Parties) to address competition concerns over Bouygues' acquisition of Equans. Before reaching a final decision, the CMA is therefore inviting interested parties to make their views known. The deadline for responses is 14 September 2022.