The tone used illustrates the sensitivity of the matter. “What are you talking about? Biogaran is not for sale. So far we have only received expressions of interest. Nothing more. Everything that is circulating is just nonsense”, a door responds dryly. – spokesperson for the Servier laboratory, owner of Biogaran, the French champion of generic medicines. Move along, nothing to see. At a time when strategic sovereignty is at the heart of Emmanuel Macron’s economic policy, the future of the laboratory, which alone supplies a little more than a third of the generics sold in France, raises questions. For weeks the rumor of a possible transfer has been growing. However, in the list of suitors who allegedly knocked on Servier’s door, there are two Indian industrialists. At Bercy, we do not take the matter lightly. “If a sale of Biogaran to a foreign company was initiated, the operation would first have to go through the foreign investment control procedure,” promises an advisor to Bruno Le Maire. Clearly, Servier will have to obtain the green light from the State.
Last fall, Bercy did not deliver its precious ticket, derailing another takeover operation. That of an SME, Segault, to an American industrialist. Not capsules this time, but piping. “Butterfly valves”, valves, valves, etc. fitted to nuclear submarines and some of EDF’s power stations. Too strategic. Putting the French navy in the hands of the Americans was out of the question, thundered the Minister of the Economy. As if the notion of strategic company had variable geometry.
In reality, the executive is caught between two fires: to best protect the economic interests of the Nation, and not to put off foreign groups who wish to invest there. Better, encourage them to sign the biggest checks possible when it comes to creating a new factory in electric batteries or semiconductors. The contradiction is not new. As early as 1966, a law signed by General de Gaulle recognized the freedom of “France’s financial relations with foreign countries”, while reserving for the government a right of veto over a foreign takeover which affects the defense and interests of the country. . The system was strengthened in 2003, just after the takeover of Gemplus – the pearl of smart cards – by the American Texas Pacific Group, then again in 2005, at a time when rumors of the takeover of Danone by PepsiCo were circulating. . But it was in 2014, in the wake of the sale of Alstom’s energy branch to the American GE, that the champion of made in France Arnaud Montebourg refined the shield.
The text then requires authorization for any equity investment greater than 25% of the capital of a French company in the fields of defense, health, transport, energy, telecoms and water. In 2019, Bruno Le Maire added a bit more, broadening the scope of the sectors concerned to new technologies, the agri-food industry, biotech and artificial intelligence. Rebelote during Covid, when it lowers the threshold for triggering the procedure to only 10% of the capital.
In the event of agreement, Bercy sets its conditions
The result ? Last year, a little over 300 files landed on the desk of Thomas Ernoult, the head of the unit in charge of control at Bercy. A team of seven senior officials examines the buyer’s pedigree, dissects his project, weighs his promises. The number of refusals? The secret is jealously guarded, but a handful – at best – of files have been rejected, according to our information. When the authorization is issued, Bercy sets its conditions: a string of small suspensive lines, ranging from respecting current contracts to maintaining industrial assets, including securing intellectual property rights. Maintaining employment is never in the balance. “Over the years, the list of conditions imposed on buyers has grown. And their duration of application is now unlimited,” notes Vincent Brenot, associate lawyer at August Debouzy experienced in this type of paperwork.
The fact remains that behind the very administrative framework of the procedure lies the vagueness of the discussion. “In reality, everything is negotiated,” says Olivier de Maison-Rouge, a lawyer specializing in the defense sector, in particular. One of his colleagues relates this contract relating to the takeover of an encryption software company which almost fell through recently: the buyer, scalded by the conditions imposed by Bercy, threatened to withdraw his offer. Problem: there were only three months of cash left in the company’s accounts. In the absence of other takeover candidates, the Bercy teams were more conciliatory. Pure pragmatism, defends a former member of the cell. From there to turning a blind eye to respecting commitments over time…
Over the past ten years, the pile of files to follow has grown seriously. However, the means of control are slim. What if the best method was threat? In January 2021, the proposed takeover bid by Canadian Couche-Tard for Carrefour was immediately abandoned after Bruno Le Maire publicly vetoed it, live, on a major radio station. No case to investigate. A form of economic nuclear deterrence.
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