Elbe BidCo AG submits specified demand for squeeze-out and determines cash settlement for transfer of the shares of the minority shareholders of ENCAVIS AG at EUR 17.23

Corporate News


Elbe BidCo AG submits specified demand for squeeze-out and determines cash settlement for transfer of the shares of the minority shareholders of ENCAVIS AG at EUR 17.23


Hamburg, 2 June 2025 – Today, Elbe BidCo AG (“Elbe BidCo”) specified its request to the Management Board of ENCAVIS AG (“Company”) of 31 January 2025 and, after completion of the public delisting acquisition offer, its repeated request of 18 February 2025 to convene a general meeting to resolve on the transfer of the shares of the minority shareholders of the Company to Elbe BidCo in exchange for an appropriate cash settlement (angemessene Barabfindung) in connection with the merger of the Company with Elbe BidCo pursuant to Section 62 para. 1 and 5 of the Transformation Act (UmwG) in conjunction with Sections 327a et seq. of the Stock Corporation Act (AktG) (merger squeeze-out).

In this context, Elbe BidCo informed the Management Board of the Company that it holds approximately 94.15% of the Company’s share capital, therefore qualifies as principal shareholder of the Company within the meaning of Section 62 para. 5 sentence 1 UmwG and has set the appropriate cash settlement for the transfer of the shares of the Company’s minority shareholders at EUR 17.23 per bearer share of the Company. The court-appointed expert auditor for the audit of the appropriateness of the cash settlement confirmed the appropriateness of the cash settlement determined by Elbe BidCo.

The conclusion and notarization of a merger agreement between the Company and Elbe BidCo are expected to take place shortly, likely on 3 June 2025. The merger agreement will contain the provision that, in connection with the merger, the minority shareholders of the Company are to be excluded from the Company.

The transfer of the shares of the minority shareholders of the Company to Elbe BidCo in exchange for an appropriate cash settlement of EUR 17.23 per bearer share of the Company is to be resolved at the Company’s Annual General Meeting, which is expected to take place on 16 July 2025.

The merger squeeze-out will take effect once the transfer resolution of the Company’s General Meeting and the merger have been registered in the commercial register at the registered office of the Company and the merger has also been registered in the commercial register at the registered office of Elbe BidCo.


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About ENCAVIS
Encavis AG is one of the leading independent power producers from Renewable Energies in Europe. The company operates onshore wind and ground-mounted solar parks in twelve European countries, including Germany, Italy, Spain, Denmark and the Netherlands. With a total installed capacity of over 3.8 GW, Encavis Group makes a significant contribution to sustainable energy supply.

The Encavis Group also includes Encavis Asset Management AG, which offers institutional investors investment opportunities in renewable energy plants, and Stern Energy S.p.A., a Europe-wide specialist for technical services relating to photovoltaic installations.

Further information can be found at www.encavis.com.


Media Contact
Dr. Oliver Prüfer
Press Officer & Manager Public Relations
Phone: + 49 (0)40 37 85 62 133
E-mail: oliver.pruefer@encavis.com