TBW - Exclusive. Exaion-Mara: the sale soon to be sealed, a European competitor ready to emerge

TBW - Exclusive. Exaion-Mara: the sale soon to be sealed, a European competitor ready to emerge

The soap opera surrounding the takeover of Exaion, EDF Group's high-performance computing (HPC) subsidiary, by US Bitcoin mining giant Mara, is entering a decisive phase.

After months of negotiations, political controversy and debates over energy sovereignty, the deal is approaching its tipping point.

As we revealed last week, Xavier Niel is reportedly preparing to make his entry into the capital of the future Mara France entity official. The founder of Iliad is said to be ready to inject between €8 and €15 million.

According to our information, this operation would guarantee him preferential shares as well as a seat on the board of directors. In relation to the overall amount of the operation (estimated at €168 million), this investment would represent around 5% of the French structure's capital.

In the current arrangement, EDF would sell the majority of Exaion's shares while retaining a minority stake.

The state-owned group would therefore step out of the role of main operator in HPC and mining to become a minority shareholder and electricity supplier.

Mara has given an ultimatum to the end of February

Initially expected in January, the finalisation of the deal has been pushed back to the end of February. According to several sources, Mara has made it clear that in the absence of a definitive agreement by this deadline, the offer could be withdrawn.

On the administrative front, however, the matter appears to be well advanced.

The Treasury's General Directorate has reportedly validated the new architecture of the deal. The letter of commitment sent on 20 January (also revealed by The Big Whale) would not require any substantial changes.

In other words, from a technical point of view, the light is green. All that would be missing is final political validation.

At the heart of the tensions is the two-year non-compete clause.

This prohibits EDF from carrying out any activity in HPC and, by extension, Bitcoin mining during this period. In concrete terms, the electricity company would not be able to act as an operator, co-investor or industrial partner in a competing consortium.

His role would be limited to that of energy supplier.

For some players in the French Bitcoin ecosystem, this clause is tantamount to a temporary quasi-monopoly offered to an American player in a strategic activity.

For others, it does not completely close the door to European competition, especially if certain strategic agreements could be forged with other network players, such as RTE, for example.

A European alternative being finalised

We have learned that a rival project is progressing discreetly. Backed by European capital, it is said to be in the finalisation phase.

"We plan to launch the business in the second half of the year," one of the players involved tells The Big Whale. "Leaving the whole market to Mara is out of the question, especially as the pie is big enough to have several players," stresses another stakeholder.

In their view, EDF's absence from the capital is not a prohibitive obstacle, despite the advantages granted to Mara as part of the sale of Exaion.

EDF has a major asset: strategic industrial land. Some sites, close to heavy electrical infrastructure, are particularly suited to the installation of energy-intensive data centres.

The clause could complicate easier access to this land for a direct competitor of Mara, particularly if the transaction were interpreted as an indirect "facilitation".

It is this "little extra", beyond the simple sale of electricity, that gives Mara a structural advantage.

With regard to the competing project, the electricity would be acquired on the spot market, with an intraday optimisation strategy.

The project would start with a park of around 20 MW of installed capacity, for an investment estimated at around €20 million. Eventually, the ambition would be to go up to 200 MW, depending on requirements to consume surplus energy not consumed by national production.

This project is currently in the process of locking in several land agreements to deploy its future data centres throughout France.

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