Veolia Environnement Launches Cash Tender Offer to Purchase Certain of its Dollar-Denominated Notes due 2018

  Veolia Environnement Launches Cash Tender Offer to Purchase Certain of its
  Dollar-Denominated Notes due 2018

Business Wire

PARIS -- November 28, 2012

Veolia Environnement (Paris:VIE) (the “Company”) today announced the
commencement of an offer to purchase for cash (the “Offer”) up to
US$200,000,000 principal amount (subject to possible increase at the Company’s
discretion) of its 6.00% Senior Notes due 2018 (the “Notes”). The Notes have
an aggregate principal amount outstanding of $700,000,000.

The purpose of the Offer is to optimize the use of the Company's cash and cash
equivalents, and to reduce its US dollar indebtedness, following the
divestiture of its solid waste business in the United States. The Company
currently has significant liquidity; repurchasing the Notes should optimize
this liquidity by reducing the Company’s cost of carrying cash and cash

The price paid in the Offer will be determined based on the yield to maturity
of the U.S. Treasury reference security (“UST Reference Security”) specified
in the table below plus a spread determined using a modified “Dutch Auction”
method, all as more fully described in the Offer to Purchase dated November
28, 2012 (the “Offer to Purchase,” as it may be amended or supplemented from
time to time). The Offer to Purchase sets forth in more detail the terms and
conditions of the Offer.

Notes validly tendered and not withdrawn on or before 5:00 p.m., New York City
time, on December 11, 2012 (the “Early Participation Date”) will be eligible
to receive total consideration (the “Total Consideration”), which includes an
early participation amount equal to US$30.00 per US$1,000 principal amount of
Notes (the “Early Participation Amount”). Notes tendered after the Early
Participation Date but on or prior to the expiration date, which will be 11:59
p.m., New York City time, on December 26, 2012, unless extended or earlier
terminated (the “Expiration Date”), will be eligible to receive only the
tender consideration (“Tender Consideration”), equal to the Total
Consideration less the Early Participation Amount.

The Total Consideration payable for the Notes will be a price per US$1,000
principal amount equal to an amount, calculated as described in the Offer to
Purchase, that would reflect, as of the date of purchase, a yield to the
maturity date of the Notes equal to the sum of (i) the yield to maturity (the
“Reference Yield”) of the UST Reference Security and (ii) the “clearing
spread” as determined pursuant to a modified “Dutch Auction” described in the
Offer to Purchase, without regard to accrued and unpaid interest thereon. Each
holder tendering Notes in the Offer must specify the maximum spread (the “Bid
Spread”) in excess of the Reference Yield that such holder would be willing to
accept as the basis for determining the Total Consideration, subject to the
minimum spread and the maximum spread set forth in the table below. Holders
who validly tender Notes without specifying a Bid Spread will be deemed to
have specified the maximum spread (lowest Note price).

                                                   Acceptable Bid
                                                   Range (in basis
Title of   CUSIP    Principal      Early           Minimum   Maximum   UST         Bloomberg
Security   Number   Amount         Participation   Spread   Spread    Reference   Reference
                    Outstanding    Amount ^(1)                         Security    Page
Senior     92334N                                                      0.75% due
Notes      AB9      $700,000,000   $30.00          165       215       10/31/17    PX6

(1) Per $1,000 principal amount of Notes accepted for purchase.

The “clearing spread” used to determine the Total Consideration will be the
highest Bid Spread such that the principal amount of Notes tendered with Bid
Spreads equal to or greater than the clearing spread will be at least equal to
the total principal amount that the Company is offering to purchase. Holders
whose Bid Spread is equal to the “clearing spread” may be subject to
pro-ration, so that the total principal amount purchased will equal the total
amount that the Company is offering to purchase. If the principal amount
tendered is below the total that the Company is offering to purchase, then the
“clearing spread” will be the lowest Bid Spread (at least equal to the minimum
spread) of any tendering holder.

Tendered Notes may be withdrawn at any time prior to 5:00 p.m., New York City
time, on December 11, 2012 (the “Withdrawal Date”), but may not be withdrawn
thereafter. Notes tendered after the Withdrawal Date may not be withdrawn.
Acceptance of tendered Notes may be subject to proration as described in the
Offer to Purchase.

The Total Consideration and the Tender Consideration will be payable in cash.
In addition, the Company will also pay accrued and unpaid interest from, and
including, the last interest payment date for the Notes to, but not including,
the settlement date.

The Company’s obligation to accept for purchase, and to pay the Total
Consideration or the Tender Consideration (as the case may be) for Notes
validly tendered pursuant to the Offer is subject to, and conditioned upon,
the satisfaction or, where applicable, the Company’s waiver, of a number of
conditions described in the Offer to Purchase. The Company expressly reserves
the right, in its sole discretion, subject to applicable law, to terminate the
Offer at any time prior to the Expiration Date. The Offer is not contingent
upon the tender of any minimum principal amount of Notes.

The settlement date for the Offer will occur promptly after the Expiration
Date. The Company currently anticipates that the settlement date for the Offer
will be December 28, 2012.

The Company has retained Deutsche Bank Securities Inc. to serve as the sole
dealer manager for the Offer. Global Bondholder Services Corporation has been
retained to serve as the information agent and depositary.

For additional information regarding the terms of the Offer, please contact
Deutsche Bank Securities Inc. at +1 (855) 287-1922 (toll free in the United
States), +1 (212) 250-7527 or +44 20754 58011. Requests for documents and
questions regarding the tender of Notes may be directed to Global Bondholder
Services Corporation at +1 (866) 873 – 5600 (toll free) or at +1 (212) 430 -

The Offer to Purchase is expected to be distributed to holders of Notes
beginning today. Copies of the Offer to Purchase may also be obtained at no
charge from Global Bondholder Services Corporation.

None of the Company, the dealer manager or the information agent makes any
recommendation as to whether any holder of the Notes should tender or refrain
from tendering all or any portion of the principal amount of the Notes.

This press release is neither an offer to purchase nor a solicitation to
tender any of these Notes nor is it a solicitation for acceptance of the
Offer. The Company is making the Offer only by, and pursuant to the terms of,
the Offer to Purchase. The Offer is not being made to (nor will tenders of
Notes be accepted from or on behalf of) holders of Notes in any jurisdiction
in which the making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. This announcement
must be read in conjunction with the Offer to Purchase.


United Kingdom. The communication of this press release and any other
documents or materials relating to the Offer is not being made, and such
documents and/or materials have not been approved, by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000 (the
“FSMA”). Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials is exempt from
the restriction on financial promotions under section 21 of the FSMA on the
basis that it is only directed at (1) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”); (2) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to as
“relevant persons”). The Notes are only available to, and any invitation,
offer or agreement to purchase or otherwise acquire such Notes will be engaged
in only with, relevant persons. Any person who is not a relevant person should
not act or rely on this Offer to Purchase or any of its contents.

France. The Offer is not being made, directly or indirectly, to the public in
France. Neither this press release nor any other documents or offering
materials relating to the Offer have been distributed or caused to be
distributed and will not be distributed or caused to be distributed to the
public in France, and only (i) persons licensed to provide the investment
services relating to portfolio management for the account of third parties
(personnes fournissant le service d’investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés) acting for their own account, and/or (iii) legal entities whose
total assets exceed €5 million, or whose annual turnover exceeds €5 million,
or whose managed assets exceed €5 million, or whose annual headcount exceeds
50, all as defined in, and in accordance with, Articles L.341-2, L.411-2, and
D.411-1 of the French Code monétaire et financier, are eligible to participate
in the Offer. This press release has not been and will not be submitted to the
clearance procedures (visa) of nor approved by the Autorité des marchés

Italy. Neither this press release nor any other documents or materials
relating to the Offer have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”)
pursuant to Italian laws and regulations. The Offer is being carried out in
the Republic of Italy as an exempted offer pursuant to Article 101-bis,
paragraph 3-bis of Legislative Decree no. 58 of February 24, 1998, as amended
(the "Financial Services Act") and article 35-bis, paragraph 3 and/or
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the
"CONSOB Regulation"), as the case may be.

Holders or beneficial owners of the Notes that are located in Italy can tender
Notes for purchase through authorized persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree
No. 385 of 1 September 1993, as amended) and in compliance with applicable
laws and regulations and with requirements imposed by CONSOB or any other
Italian authority.

European Economic Area. In any European Economic Area ("EEA") Member State
that has implemented Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU, together with any applicable implementing measures in
any Member State, the “Prospectus Directive”), this press release is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the Prospectus Directive.

This press release contains forward-looking statements. Whenever used, the
words “aim(s),” “expect(s),” “feel(s),” “will,” “may,” “believe(s),”
“anticipate(s)” and similar expressions are intended to identify those
statements as forward-looking. Forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from
those projected. Undue reliance should not be placed on these forward-looking
statements, which speak only as of the date of the document in which they

Important Disclaimer

This document contains “forward-looking statements” within the meaning of the
provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are not guarantees of future performance. Actual
results may differ materially from the forward-looking statements as a result
of a number of risks and uncertainties, many of which are outside the
Company’s control, including but not limited to: the uncertainty related to
the implementation of the company’s new strategy, including the completion of
the program of divestments and the effective reduction of costs; the risk of
suffering reduced profits or losses as a result of intense competition, the
risks associated with conducting business in some countries outside of Western
Europe, the United States and Canada, the risk that changes in energy prices
and taxes may reduce the Company’s profits, the risk that the company may make
investments in projects without being able to obtain the required approvals
for the project, the risk that governmental authorities could terminate,
modify or renew under less favorable conditions some of the Company’s
contracts, the risk that the Company’s long-term contracts may limit its
capacity to quickly and effectively react to general economic changes
affecting the Group’s performance under those contracts, the risk that
acquisitions may not provide the benefits that the Company hopes to achieve,
the risks related to customary provisions of divesture transactions, the risk
that the Company’s compliance with environmental laws may become more costly
in the future, the risk that currency exchange rate fluctuations may
negatively affect the Company’s financial results and the price of its shares,
the risk that the Company may incur environmental liability in connection with
its past, present and future operations, as well as the risks described in the
documents the Company has filed with the U.S. Securities and Exchange
Commission. The Company does not undertake, nor does it have, any obligation
to provide updates or to revise any forward-looking statements. Investors and
security holders may obtain a free copy of documents filed by the Company with
the U.S. Securities and Exchange Commission from the Company.


Veolia Environnement (Paris Euronext: VIE and NYSE: VE) is the worldwide
reference in environmental solutions. With more than 330,000 employees the
company has operations all around the world and provides tailored solutions to
meet the needs of municipal and industrial customers in four complementary
segments: water management, waste management, energy management and passenger

 Press release also available on our web site:


Veolia Environnement
Analyst and institutional investor contact:
Ronald Wasylec +33 1 71 75 12 23
U.S. investors contact:
Terri Anne Powers 1-312-552-2890
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