Successful voluntary public takeover offer by KKR: 54.3 per cent minimum acceptance threshold exceeded

Corporate News

Successful voluntary public takeover offer by KKR: 54.3 per cent minimum acceptance threshold exceeded

• Elbe BidCo will be the new majority owner of Encavis AG, subject to additional regulatory approvals
• Statutory additional acceptance period is expected to commence on 5 June 2024 and to end on 18 June 2024
• Dr Christoph Husmann, Spokesman of the Management Board and Chief Financial Officer (CFO) of Encavis: “The unequivocal approval of our shareholders for the strategic partnership with KKR, Viessmann and our existing shareholder ABACON is a milestone for our Company. This enables us to continue our accelerated growth trajectory.“
   

Hamburg, 4 June 2024 – Elbe BidCo AG („BidCo“ or the “Bidder”), a holding company controlled by investment funds, vehicles and accounts advised and managed by Kohlberg Kravis Roberts & Co. L.P. (“KKR”), today announced that the minimum acceptance threshold of 54.285 per cent set out in the course of the voluntary public takeover offer was exceeded by the end of the acceptance period on 29 May 2024, 24:00 hours CEST. The family company Viessmann GmbH & Co. KG (“Viessmann”) will invest as co-investor in a KKR-led consortium as well as our previous investor ABACON Capital GmbH („ABACON“). The acceptance rate of the offer has reached 68.55 per cent (as of 29 May 2024, 24:00 h CEST). The Bidder intends to announce the final result of the offer after the expiry of the additional acceptance period on 21 June 2024.

Shareholders who have not tendered their shares may still accept the offer during the statutory additional acceptance period, which is expected to commence on 5 June 2024 and to expire on 18 June 2024, 24:00 hours CEST. In their joint reasoned statement on the takeover offer made by the Bidder, the Management Board and the Supervisory Board of Encavis AG („Encavis“) described the offer price of 17.50 Euro per share as fair and adequate and recommended all shareholders to accept the offer. 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.

Dr Christoph Husmann, Spokesman of the Management Board and Chief Financial Officer (CFO) of Encavis: “The unequivocal approval of our shareholders for the strategic partnership with KKR, Viessmann and our existing shareholder ABACON is a milestone for our Company. This enables us to continue our accelerated growth trajectory. With support of our investors, we will not only expand our portfolio substantially, but also our expertise.“

Future cooperation will be based on the Investment Agreement concluded between Encavis and the Bidder in conjunction with the transaction. In the Investor Agreement, the Bidder agrees to support Encavis' commercial and strategic ambitions to strengthen its position as a leading independent power producer in Europe and to continue to pursue the Group's growth path. Encavis' market position as a leading onshore wind and solar platform with a diversified pan-European portfolio and attractive growth opportunities is to be strengthened. Furthermore, BidCo aims to accelerate growth in all segments of Encavis and provide significant financial support to bolster its project pipeline, increase capacity additions and facilitate expansion in new markets. Encavis’ positioning will further be strengthened by commitments for investments in fast-track technology diversification to further accelerate growth.

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.

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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 more than 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