Disclosure of an inside information according to Article 17 MAR of the Regulation (EU) No 596/2014

Execution of an Investment Agreement with KKR; KKR announced a voluntary public takeover; Viessmann to invest as co-investor in KKR-led consortium

Hamburg, 14^th March 2024 – The Management Board of MDAX-listed wind and solar park operator Encavis AG (ISIN: DE0006095003, Prime Standard, Ticker symbol: ECV) (“Encavis” or the “Company”) and Blitz 21-823 AG (in future: Elbe BidCo AG, “BidCo”), a holding company controlled by investment funds, vehicles and accounts advised and managed by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (collectively, “KKR”), have signed an Investment Agreement today to enter into a strategic partnership supporting the long-term growth of Encavis. The family company Viessmann Group GmbH & Co. KG (“Viessmann”) will invest as co-investor in a KKR-led consortium.

BidCo intends to launch a voluntary public takeover offer to all outstanding shareholders of Encavis at a price of EUR 17.50 per share in cash (the “Offer”). BidCo has signed binding agreements with Abacon Capital GmbH and several existing shareholders, representing approximately 31 percent of the total share capital. These existing shareholders will remain indirect long-term investors in Encavis.

The Management Board and the Supervisory Board of Encavis, who have approved the execution of the Investment Agreement today, expressly support the Offer, subject to their review of the Offer Document still to be published by the BidCo as part of their fiduciary duties. The Management Board and the Supervisory Board intend to recommend the acceptance of the Offer to Encavis’ shareholders.

As per the Investment Agreement, BidCo fully supports the current growth strategy of the Management Board including maintaining the existing management team, and safeguarding employee positions. Encavis’ registered office and headquarters in Hamburg as well as other locations shall be maintained. BidCo has undertaken vis-à-vis Encavis not to enter into a domination and/or profit and loss transfer agreement for at least two years from closing. Encavis’ Management Board has agreed in principle to support BidCo’s intention to pursue a potential delisting of Encavis sometime following the closing of the Offer.

Viessmann fully supports the terms and conditions as laid out in the Investment Agreement between BidCo and Encavis.

The Company’s Management Board and Supervisory Board intend to support the Offer in a joint Reasoned Statement to be published pursuant to section 27 of the German Securities Acquisition and Takeover Act (“WpÜG”), as they currently consider the transaction to be in the best interest of the Company, its shareholders, employees, and other stakeholders – subject to the review of the Offer Document still to be published by BidCo following approval by the German Federal Financial Supervisory Authority (“BaFin”) and subject to the fiduciary duties of the members of the Management Board as well as the Supervisory Board.

The Offer price represents a premium of 54 percent to the XETRA closing share price of Encavis on 5^th March 2024, the last undisturbed share price prior to the ad-hoc release of Encavis on 6^th March 2024 that the Company is in discussions with KKR, and 33 percent to the undisturbed three-month volume weighted average share price prior to 5^th March 2024.

The Offer will be subject to various Offer conditions, including the receipt of official approvals regarding foreign investment clearances, merger clearances and holder control proceedings, with closing expected in Q4 2024. It will also be subject to a minimum acceptance threshold of 54.285 percent at the expiry of the acceptance period.

About ENCAVIS:
The Encavis AG (Prime Standard; ISIN: DE0006095003; ticker symbol: ECV) is a producer of electricity from Renewable Energies listed on the MDAX of Deutsche Börse AG. As one of the leading independent power producers (IPP), ENCAVIS acquires and operates (onshore) wind farms and solar parks in twelve European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group’s total generation capacity currently adds up to around 3.6 gigawatts (GW), of which around 2.2 GW belong to the Encavis AG, which corresponds to a total saving of around 0.8 million tonnes of CO₂ per year stand-alone for the Encavis AG. In addition, the Group currently has around 1.2 GW of capacity under construction, of which more than 800 MW are own assets.

Within the Encavis Group, Encavis Asset Management AG offers fund services to institutional investors. Another Group member company is Stern Energy S.p.A., based in Parma, Italy, a specialized provider of technical services for the installation, operation, maintenance, revamping and repowering of photovoltaic systems across Europe.

ENCAVIS is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG’s environmental, social and governance performance has been awarded by two of the world’s leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with their “AA” level and ISS ESG with their “Prime” label (A-).

Additional information can be found at www.encavis.com

Contact / Notifying Person:

Encavis AG
Jörg Peters       
Head of Corporate Communications & IR
Tel.: + 49 40 37 85 62 242     
E-Mail: joerg.peters@encavis.com
http://www.encavis.com