EQS-Adhoc: RWE Aktiengesellschaft: Ad-hoc release in accordance with Art. 17 MAR RWE AG agrees to acquire Con Edison Clean Energy Businesses, Inc. and issues mandatory convertible bond

RWE Aktiengesellschaft today entered into a purchase agreement with Consolidated Edison Inc., New York, for the acquisition of all shares in Con Edison Clean Energy Businesses, Inc., New York.

Con Edison Clean Energy Businesses, Inc. is a leading operator and developer of solar plants and storage facilities in the US market with an operating portfolio of approx. 3.1 GW_AC and a development portfolio of approx. 7.3 GW_AC. With this acquisition, RWE is expanding its global portfolio in the field of renewables as a whole and at the same time diversifying the portfolio in terms of technology. In addition, RWE is strengthening its US business and thus further diversifying geographically. The closing of the transaction is subject to regulatory approvals.

The purchase price for the acquisition is USD 6.8 billion enterprise value.

The financing will initially be provided by a bridge loan, which will be partly refinanced by an equity capital measure undertaken by RWE Aktiengesellschaft. In this context, RWE Aktiengesellschaft and Qatar Holding LLC, a wholly owned subsidiary of Qatar Investment Authority, have entered into an investment agreement providing for customary provisions with anchor shareholders and agreed on the issuance of a mandatory convertible bond guaranteed by RWE Aktiengesellschaft with a total nominal amount of 2,427.6 million euros and a maximum term of one year. It will be converted into new no-par value ordinary bearer shares of RWE Aktiengesellschaft, expected to represent just under 10% of the current share capital.

Disclosed by Dr Ulrich Rust, General Counsel