ENCAVIS AG Management Board and Supervisory Board recommend the acceptance of the voluntary public takeover offer by KKR

Corporate News

ENCAVIS Management Board and Supervisory Board recommend the acceptance of the voluntary public takeover offer by KKR
 

• Joint reasoned statement of Management Board and Supervisory Board published
• Offer price of EUR 17.50 per share considered to be fair, adequate and attractive
• Management Board and Supervisory Board support the strategic partnership and recommend shareholders to accept the offer

Hamburg, 2 May 2024 – The Management Board and the Supervisory Board of Encavis AG (“Encavis” or “the Company”) today published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (“WpÜG”) on the voluntary public takeover offer of Elbe BidCo AG (the “Bidder”) to all shareholders of Encavis AG. The Bidder is a holding company controlled by investment funds, vehicles and accounts advised and managed by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (“KKR”). The family company Viessmann GmbH & Co. KG (“Viessmann”) invests as co-investor in the KKR-led consortium.

After having independently and carefully reviewed and evaluated the offer document published by the Bidder, both the Management Board and the Supervisory Board reaffirm their support and recommend all Encavis shareholders to accept the public takeover offer.

Both welcome the economic and strategic intentions of the Bidder as laid out in the offer document in which the Bidder reiterated its intention to fully support Encavis' current growth strategy, including maintaining the existing management team, and safeguarding employee positions. The intended measures and objectives have already been largely agreed in the Investment Agreement which defines a common framework for the future cooperation in detail.

Further, the Management Board and the Supervisory Board of Encavis consider the offer price of EUR 17.50 per Encavis share to be fair, adequate and attractive. In the opinion of the Management Board and the Supervisory Board, the offer price allows shareholders to secure immediately and upfront a significant share of the targeted long-term value creation, without having to bear the execution risks and related temporary effects. In assessing the financial adequacy of the offer price, the Management Board has been advised by Goldman Sachs and the Supervisory Board by Lazard who both have issued an opinion confirming the fairness of the offer price which is attached to the joint reasoned statement. The offer price of EUR 17.50 represents a premium of 54 percent to the XETRA closing share price of Encavis on 5 March 2024, the last undisturbed share price prior the ad-hoc release of Encavis on 6 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 March 2024. Further, the offer price exceeds the median of the target price expectations by equity research analysts for the existing Encavis share that were published during the three months prior to (and including) 5 March 2024.

Dr Christoph Husmann, Spokesman of the Management Board and Chief Financial Officer (CFO) of Encavis: “The Management Board continues to expressly support the envisaged strategic partnership with KKR and Viessmann as co-investor to accelerate our growth path. The submitted offer is in the best interest of our stakeholders and the offer price of EUR 17.50 per share represents an attractive premium for our shareholders, to whom we recommend acceptance.”

Dr Rolf Martin Schmitz, Chairman of the Supervisory Board of Encavis: “After thorough review of the economic and strategic benefits, we believe this offer represents a great opportunity for Encavis and its shareholders. As financially adequate, the offer clearly reflects the value and potential of the Company.”

The acceptance period for the offer during which the shareholders of Encavis can tender their shares has commenced with the publication of the offer document on 24 April 2024 and will end on 29 May 2024, 24:00 CEST. Encavis shareholders may accept the public takeover offer of the Bidder via their depositary bank. Shareholders are advised to contact their respective depositary bank to tender their shares. The detailed offer can be found in the Bidder’s offer document at www.elbe-offer.com

The Offer is subject to a minimum acceptance threshold of 54.285 percent at the expiry of the acceptance period. This threshold ensures that the Bidder will retain at least 50 percent of the shares at closing in case holders of the hybrid convertible bonds decide to exercise their conversion rights during the transaction. The closing of the public takeover offer is also subject to various offer conditions, including the receipt of official approvals regarding foreign investment clearances, merger clearances and holder control proceedings. Closing of the transaction is expected in Q4 2024.

Post-settlement, the Bidder intends to delist Encavis from the stock exchange as soon as legally and practically possible after closing. In the Investment Agreement, the Management Board has undertaken, subject to its fiduciary duties, to support a delisting if so requested by the Bidder in the future. Further, the Bidder has undertaken vis-à-vis Encavis not to enter into a domination and profit and loss transfer agreement for at least two years from closing.

The Bidder and the persons acting jointly with the Bidder have already secured approximately 31 percent of the shares and voting rights in Encavis through binding agreements with existing shareholders of the Company.

The detailed terms and conditions of the takeover offer as well as the completion conditions can be found in the offer document.

The joint reasoned statement of the Management Board and the Supervisory Board of Encavis AG on the voluntary public takeover offer of the Bidder published on 2 May 2024 is available free of charge at Encavis AG, Investor Relations, Große Elbstraße 59, 22767 Hamburg, Germany, email: ir@encavis.com (stating a complete postal address). In addition, the statement has been published on Encavis´ website: https://www.encavis.com/en/green-capital/investor-relations/strategic-partnership

The joint reasoned statement, any additions and/or additional statements on possible amendments to the takeover offer are published in German and in a non-binding English translation. Only the German versions are authoritative.

Please kindly note that only the joint reasoned statement of the Management Board and the Supervisory board is authoritative. The information in this press release does not constitute an explanation or supplement to the contents in the joint reasoned statement.

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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 3.5 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 around 830 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 specialised 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 on www.encavis.com

Disclaimer on forward looking statements

This publication contains "forward-looking statements" with respect to Encavis´ results of operations, financial condition, liquidity, prospects, growth, and strategies. Forward-looking statements include, but are not limited to, statements regarding objectives, targets, strategies, outlook, and growth prospects, including guidance for the financial year ending 31 December 2024, medium-term targets, new site builds, Encavis´ working capital, capital structure and dividend policy, future plans, events, or performance, economic outlook, and industry trends. This publication constitutes neither an offer to purchase nor a solicitation of an offer to sell shares or other securities of Encavis AG. The public takeover offer itself as well as its terms and conditions and further information relating to the public takeover offer are published in the offer document of Elbe BidCo AG. Investors and shareholders of Encavis are advised to carefully read the offer document and all other documents relating to the public takeover offer, in particular the joint reasoned statement of the Management Board and the Supervisory Board, as they contain important information. Encavis shareholders are also advised to seek independent advice, if necessary, in order to reach an informed decision on the content of the offer document and the takeover offer.

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "will", "could", "may", "should", "expects", "intends”, “prepares" or "targets" (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Encavis or any member of the Encavis AG, or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Any forward-looking statements are made of the date of this announcement. Subject to compliance with applicable law and regulations, Encavis does not intend to update these forward-looking statements and does not undertake any obligation to do so. It should be noted that past results are not an indicator of future results. Interim results are not necessarily an indicator of the full-year results.

References to Encavis are to Encavis AG and references to Encavis Group are to Encavis AG and its subsidiaries unless otherwise stated.

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