General Electric acquires Sophia SA for approx. $3.9 billion

Client(s) General Electric Investissement France

Jones Day advised GE Real Estate Investissement France, a unit of The General Electric Company, in its €1.5 billion ($1.7 billion) acquisition of Sophia S.A. The transaction began as an unsolicited counterbid to a lower, previously announced, friendly bid by Société Foncière Lyonnaise (SFL), France's third-largest property company. Under French law, GE was not able to announce its counteroffer, also considered friendly, until the first day of the offer period for SFL's bid. Sophia's two principal stockholders, Assurances Générales de France SA (AGF), a unit of Allianz AG of Germany, and Société Générale SA, each of which owned a 27% stake in the company, originally agreed to sell their stakes to SFL, its associated bank Crédit Agricole, and investment fund Forum European Realty Income LP. Those agreements, however, were binding only in the absence of an acceptable counterbid and were set aside following the GE offer. The CMF market regulator cleared the way for GE's offer to run alongside SFL's and EU antitrust regulators cleared GE's bid shortly thereafter. Two days after receipt of EU antitrust clearance, Sophia filed regulatory documents disclosing that its board had withdrawn its support for SFL's bid and given its unanimous recommendation to GE's offer.