As filed with the Securities and Exchange Commission on October 25, 2013
Registration No. 333-
UNITED STATES.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONSTELLIUM N.V.
(Exact name of registrant as specified in its charter)
| The Netherlands | Not applicable | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Tupolevlaan 41-61,
1119 NW Schiphol-Rijk
The Netherlands
(Address of principal executive offices) (Zip Code)
Constellium 2013 Equity Incentive Plan
(Full title of the Plan)
Corporation Service Company
80 State Street
Albany, NY 12207-2543
(Name and address of agent for service)
(518) 433-4740
(Telephone number, including area code, of agent for service)
Copies to:
| Jeremy Leach | Andrew J. Nussbaum | |
| Vice President and Group General Counsel | Karessa L. Cain | |
| Constellium N.V. | Wachtell, Lipton, Rosen & Katz | |
| Tupolevlaan 41-61 | 51 West 52nd Street | |
| 1119 NW Schiphol-Rijk | New York, NY 10019 | |
| The Netherlands |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee |
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Ordinary shares, nominal value €0.02, to be issued under the Constellium 2013 Equity Incentive Plan |
5,292,291 | $17.39 | $92,032,940(2) | $11,853.84 | ||||
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| (1) | The number of shares represents the estimated maximum number issuable under the Constellium N.V. 2013 Equity Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan, which provides for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar events. |
| (2) | Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee on the basis of the average of the high and low selling price per share of the ordinary shares of Constellium N.V., as reported by the NYSE on October 21, 2013. |
EXPLANATORY NOTE
The purpose of this Form S-8 Registration Statement (this “Registration Statement”) is to register an aggregate of 5,292,291 shares of Constellium N.V. (“we,” “our,” “us,” “Constellium,” the “Registrant” or the “Company”) ordinary shares, nominal value €0.02 per share (the “Ordinary Shares”), that may be offered pursuant to the Constellium N.V. 2013 Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE. |
The following documents filed with the Commission by the Company are incorporated in this Registration Statement by reference:
| 1. | The Company’s final prospectus dated May 23, 2013 and filed with the Commission on May 23, 2013 pursuant to Rule 424(b)(4) under the Securities Act in connection with the Company’s registration statement on Form F-1 (File No. 333-188556); |
| 2. | The Company’s other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended since the end of the fiscal year covered by the document listed in the first item above; and |
| 3. | The description of the Ordinary Shares, set forth in the Company’s Registration Statement on Form F-1 filed October 23, 2013 (Commission File Number 333-191863) and any amendments, reports or other filings filed with the Commission for the purpose of updating that description. |
In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
| ITEM 4. | DESCRIPTION OF SECURITIES. |
Not applicable.
| ITEM 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL. |
Not applicable.
| ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
The Company’s Amended and Restated Articles of Association provide that the Company will indemnify its directors against all adverse financial effects incurred by such person in connection with any action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably could believe to be in or not opposed to the Company’s best interests. The Company maintains insurance on behalf of its directors and officers to insure them against such liabilities, expenses and claims.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
| ITEM 7. | EXEMPTION FROM REGISTRATION CLAIMED. |
Not applicable.
| ITEM 8. | EXHIBITS. |
The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.
| ITEM 9. | UNDERTAKINGS. |
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
| (b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to |
| section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Zurich, Switzerland, on October 25, 2013.
| Constellium N.V. | ||
| (Registrant) | ||
| By: |
/s/ Pierre Vareille |
|
| Name: | Pierre Vareille | |
| Title: | Chief Executive Officer | |
Each person whose signature appears below hereby constitutes and appoints Pierre Vareille, Didier Fontaine and Jeremy Leach, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this registration statement and any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended, as the attorney-in-fact and to file the same, with all exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to its registration statement has been signed below by the following persons in the capacities and on the dates indicated:
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Signature |
Title |
Date |
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/s/ Pierre Vareille Pierre Vareille |
Chief Executive Officer (Principal Executive Officer) | October 25, 2013 | ||
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/s/ Didier Fontaine Didier Fontaine |
Chief Financial Officer (Principal Financial and Accounting Officer) |
October 25, 2013 | ||
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/s/ Richard B. Evans Richard B. Evans |
Chairman | October 25, 2013 | ||
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/s/ Pierre Vareille Pierre Vareille |
Director | October 25, 2013 | ||
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/s/ Bret Clayton Bret Clayton |
Director | October 25, 2013 | ||
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/s/ Guy Maugis Guy Maugis |
Director | October 25, 2013 | ||
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/s/ Matthew H. Nord Matthew H. Nord |
Director | October 25, 2013 | ||
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/s/ Gareth N. Turner Gareth N. Turner |
Director | October 25, 2013 | ||
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/s/ Philippe Guillemot Philippe Guillemot |
Director | October 25, 2013 | ||
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/s/ Pieter Oosthoek Pieter Oosthoek |
Director | October 25, 2013 | ||
|
/s/ Werner P. Paschke Werner P. Paschke |
Director | October 25, 2013 | ||
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act the undersigned has caused this Registration Statement to be signed solely in the capacity as the duly authorized representative of Constellium N.V. in the United States on October 25, 2013.
| Constellium Holdings I, LLC | ||
| By: |
/s/ Yves Monette |
|
| Name: | Yves Monette | |
| Title: | Finance Manager & Assistant Secretary | |
EXHIBIT INDEX
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Exhibit Number |
Description |
|
| 4.1 | Amended and Restated Articles of Association of Constellium N.V. (incorporated herein by reference to exhibit 3.1 to the Company’s Form F-1 Registration Statement Amendment No. 3 (Registration No. 333-188556), filed on May 21, 2013) | |
| 5.1 | Opinion of Counsel | |
| 23.1 | Consent of Counsel (included in Exhibit 5.1) | |
| 23.2 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | |
| 23.3 | Consent of PricewaterhouseCoopers Audit S.A., Independent Registered Public Accounting Firm | |
| 24.1 | Power of Attorney (included on signature page) | |
| 99.1 | Constellium N.V. 2013 Equity Incentive Plan (incorporated herein by reference to exhibit 10.13 to the Company’s Form F-1 Registration Statement (Registration No. 333-191863), filed on October 23, 2013) | |
Exhibit 5.1
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Constellium N.V. Tupolevlaan 41 -61 1119 NW Schiphol-Rijk The Netherlands |
Stibbe N.V. Advocaten en notarissen Strawinskylaan 2001 P.O. Box 75640 1070 AP Amsterdam The Netherlands T +31 20 546 0 606 F +31 20 546 0 123
www.stibbe.com
Date 25 October 2013 |
Constellium N.V. – Registration Statement on Form S-8
Ladies and Gentlemen,
| (1) | We have acted as legal counsel as to matters of Netherlands law to Constellium N.V. (the “ Company ”) in connection with the filing by the Company under the Securities Act of 1933, as amended, of a registration statement on Form S-8, dated the date hereof (the “ Registration Statement ”), with the United States Securities and Exchange Commission. The Registration Statement relates to the registration of up to 5,292,291 ordinary shares class A of the Company (with nominal value €0.02 per share) (the “ Shares ”, and each a “ Share ”) that may be issued pursuant to the Constellium 2013 Equity Incentive Plan (the “ Plan ”). |
This opinion is furnished to you in order to be filed as an exhibit to the Registration Statement.
| (2) | For the purpose of this opinion, we have examined and relied upon photocopies or copies received by fax or by electronic means, or originals if so expressly stated, of the following documents: |
| (a) | the Registration Statement; |
| (b) | the Plan; |
| (c) | the deed of incorporation of the Company dated 14 May 2010 and its articles of association ( statuten ) as lastly amended on 21 May 2013 pursuant to the Deed of Conversion (as defined below), which according to the Extract (as defined below) are the articles of association of the Company as currently in force; |
| (d) | a copy of the deed of conversion and amendment of the Company’s articles of association executed before P.H.N. Quist, civil law notary in Amsterdam, on 21 May 2013 (by which deed, inter alia , Constellium Holdco B.V. has been converted from a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) into a public limited company ( naamloze vennootschap ) and renamed Constellium N.V.) (the “ Deed of Conversion ”); |
The practice is conducted by Stibbe N.V. (registered with the Trade Register of the Chamber of Commerce under number 34198700). The general conditions of Stibbe N.V. are applicable and include a clause on limitation of liability. The general conditions have been deposited with the Amsterdam District Court and are available on request and free of charge. They can also be found at www.stibbe.com .
| (e) | an on-line extract from the Commercial Register of the Chamber of Commerce ( Kamer van Koophandel, afdeling Handelsregister ) relating to the Company dated the date hereof (the “ Extract ”); |
| (f) | the resolutions in writing of the general meeting and the meeting of holders of shares A, B1 and B2 of the Company adopted on 16 May 2013, inter alia , (i) approving the Plan and (ii) determining the number of Shares and rights to subscribe for Shares issuable under the Plan at 5,292,291; and |
| (g) | the minutes of the combined meeting of holders of ordinary shares A, ordinary shares class B, holders of preference shares and the general meeting of the Company held on 22 May 2013, inter alia , designating the board of directors of the Company as the authorised body to issue shares and grant rights to subscribe for shares of the Company (irrespective of the class of shares) and to exclude the statutory pre-emptive rights ( voorkeursrechten ) in respect thereof (the “ Designation ”). |
The resolutions listed in paragraphs (2)(f) and (2)(g) are hereinafter collectively also referred to as the “ Resolutions ”. The Plan, the Registration Statement and the Resolutions are collectively also referred to as the “ Documents ”.
References to the Civil Code, the Bankruptcy Act, the Financial Supervision Act and any other Codes or Acts are references to the Burgerlijk Wetboek , the Faillissementswet , the Wet op het financieel toezicht and such other Codes or Acts of the Netherlands, as amended.
| (3) | In rendering this opinion we have assumed: |
| (a) | the legal capacity of natural persons, the genuineness of all signatures on, and the authenticity and completeness of all documents submitted to us as copies of drafts, originals or execution copies and the exact conformity to the originals of all documents submitted to us as photocopies or copies transmitted by facsimile or by electronic means and that all documents were at this date, and have through the date hereof remained, accurate and in full force and effect without modifications; |
| (b) | that the Plan constitutes and will constitute legal, valid and binding obligations of the participants in the Plan and the Company, respectively, and is enforceable in accordance with its terms under all applicable laws; |
| (c) | that (a) the Designation, as renewed from time to time, will be in full force and effect (i) as at the date of granting of any rights to subscribe for the Shares under the Plan or, as the case may be, (ii) as at the date of issuance of any Shares under the Plan, and (b) any rights to subscribe for the Shares under the Plan have been validly granted; |
(2)
| (d) | that any Shares will be issued, paid and duly accepted (a) as contemplated in and in accordance with the Plan and the Registration Statement, (b) in accordance with any applicable law (including, without limitation, the laws of the Netherlands), (c) in accordance with the articles of association of the Company as in force at the date of issuance of such Shares and (d) with such terms so as not to violate any applicable law (including, for the avoidance of doubt, any law applicable at the time of such issue, offer, sale, delivery and acceptance) and upon issue of each Share at least a consideration (in cash or in kind) will be paid to the Company on such Share with a value equal to the nominal amount thereof and any premium agreed upon; |
| (e) | that the Company has not been declared bankrupt ( failliet verklaard ), granted suspension of payments ( surseance van betaling verleend ) or dissolved ( ontbonden ), nor has ceased to exist due to merger ( fusie ) or demerger ( splitsing ); although not constituting conclusive evidence, this assumption is supported by the contents of the Extract and by our on-line search of the Central Insolvency Register of the courts in the Netherlands ( Centraal Insolventieregister ) on the date hereof, which did not reveal any information which would render this assumption to be untrue; |
| (f) | that each time a Share is issued, the authorised share capital ( maatschappelijk kapitaal ) of the Company is sufficient for such Share to be validly issued; |
| (g) | that the information set forth in the Extract is complete and accurate on the date hereof and consistent with the information contained in the file kept by the Commercial Register with respect to the Company; |
| (h) | that the Resolutions have not been annulled, revoked or rescinded and are in full force and effect as at the date hereof; and |
| (i) | that any issuance of Shares will not require the Company to publish a prospectus or equivalent document under the provisions of chapter 5.1 of the Financial Supervision Act, as amended. |
| (4) | We have not investigated the laws of any jurisdiction other than the Netherlands. This opinion is limited to matters of the laws of the Netherlands as they presently stand and as they are interpreted in case law of the courts of the Netherlands and in administrative rulings, in each case published in printed form as at the date of this opinion. We do not express any opinion with respect to (i) any public international law or on the rules of or promulgated under any treaty or by any treaty organisation, other than any EC law provisions having direct effect, (ii) matters of competition law, and (iii) matters of taxation. |
| (5) | Based upon and subject to the foregoing and to the further qualifications, limitations and exceptions set forth herein, and subject to any factual matters not disclosed to us and inconsistent with the information revealed by the documents reviewed by us in the course of our examination referred to above, we are as at the date hereof of the following opinion: |
| (a) | the Company has been duly incorporated, and is validly existing under the laws of the Netherlands as a public limited liability company ( naamloze vennootschap ); and |
(3)
| (b) | the Shares, when duly issued and paid for in accordance with the Plan, will be validly issued by the Company and will be fully paid and non-assessable. |
| (6) | This opinion is subject to the following qualifications: |
| (a) | we express no opinion as to the accuracy of any representations given by the Company, or any other party (express or implied) under or by virtue of the Documents; |
| (b) | the opinions expressed above are limited by any bankruptcy ( faillissement ), suspension of payments ( surseance van betaling ), insolvency, moratorium, reorganisation, liquidation, suretyship, applicable fraudulent conveyance or similar laws affecting the enforceability of rights of creditors generally (including rights of set-off) in any relevant jurisdiction including but not limited to section 3:45 of the Civil Code and section 42 of the Bankruptcy Act concerning fraudulent conveyance; and |
| (c) | the term “non-assessable” as used in this opinion means that a holder of a Share will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such share. |
| (7) | In this opinion, Netherlands legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon under the express condition that any issues of interpretation or liability arising hereunder will be governed by Netherlands law and will be brought exclusively before a court of the Netherlands. |
| (8) | We assume no obligation to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge occurring after the date hereof which may affect this opinion in any respect. This opinion is addressed to you and given for the sole purpose of the registration of the Shares with the United States Securities and Exchange Commission. We consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. However, it may not be otherwise disclosed or quoted to any person other than to your legal advisers or relied upon by any person or be used for any other purpose, without our prior written consent in each instance. |
Yours faithfully,
Stibbe N.V.
| /s/ Hans Witteveen | /s/ Jaap Willeumier | |
| Hans Witteveen | Jaap Willeumier | |
(4)
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-8 and the Registration Statement on Form F-1 (No. 333-191863) of Constellium N.V. of our report dated May 17, 2013 relating to the financial statements of Constellium Holdco B.V. for the years ended December 31, 2012 and 2011, which appear in such Registration Statements.
PricewaterhouseCoopers Audit
/s/ Oliver Lotz
Olivier Lotz
Partner
Neuilly-sur-Seine Cedex, France
October 25, 2013
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-8 and the Registration Statement on Form F-1 (No. 333-191863) of Constellium N.V. of our report dated April 24, 2012 relating to the financial statements of Engineered Aluminium Products, a component of Rio Tinto plc for the years ended December 31, 2010 and 2009, which appear in such Registration Statements.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l.
Montreal, Quebec, Canada
October 25, 2013