EQS-News: ENCAVIS AG: Management Board and Supervisory Board recommend the acceptance of the Public Delisting Acquisition Offer by KKR

Corporate News
ENCAVIS Management Board and Supervisory Board recommend the acceptance of the Public Delisting Acquisition Offer by KKR
 

• Joint reasoned statement of Management Board and Supervisory Board published
• Offer price of EUR 17.50 per share considered fair and adequate

 
Hamburg, 3 January 2025 – Today, the Management Board and the Supervisory Board of Encavis AG (“Encavis” or the “Company”) published a joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) regarding the public delisting acquisition offer by Elbe BidCo AG (the “Bidder”) for the acquisition of all Encavis shares not already held directly by the Bidder. The Bidder, 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”), is a stock corporation incorporated under the laws of Germany, having its registered office in Munich, Germany. The family company Viessmann (“Viessmann”) is participating as co-investor in the consortium led by KKR.

The recommendation of the Management Board and the Supervisory Board to accept the delisting acquisition offer is based on their respective independent review and detailed assessment of the offer document for the delisting acquisition offer published by the Bidder on 23 December 2024. The Management Board and the Supervisory Board welcome the economic and strategic intentions of the Bidder as set out in the offer document. In the offer document, the Bidder has confirmed its intention to support the current growth strategy of Encavis in the long term by delisting the Encavis shares. The delisting of all Encavis shares from both the Frankfurt Stock Exchange and the Hamburg Stock Exchange (“double delisting”) is intended, in particular, to enable Encavis to significantly save costs incurred in connection with the stock exchange listings, to reduce regulatory expenses and to free up management capacity currently tied up by the stock exchange listings. The basis for the delisting process are the Investment Agreement of 14 March 2024 and the Delisting Agreement of 6 December 2024 both concluded between Encavis and the Bidder, which, in addition to provisions on the future cooperation, also contain provisions for securing the future (re)financing of the Company after the delisting.

The Management Board and the Supervisory Board consider the offer price of EUR 17.50 in cash per Encavis share to be fair and adequate. In preparation of the reasoned statement on the Bidder’s previous takeover offer (also with an offer price of EUR 17.50 per Encavis share), the Management Board and the Supervisory Board had each obtained so-called fairness opinions to assess the financial adequacy of the offer price, with the Management Board being advised by Goldman Sachs and the Supervisory Board by Lazard. Both Goldman Sachs and Lazard had confirmed that, with respect to the Bidder’s takeover offer, the offer price of EUR 17.50 is fair from a financial point of view. In preparation of the reasoned statement on the delisting acquisition offer, the Management Board and the Supervisory Board have refrained from obtaining one or more additional or updated fairness opinions. After conducting a thorough review independently of each other, the Management Board and the Supervisory Board are of the opinion that there have been no material financial changes to the actual situation on which the reasoned statement for the takeover offer that could lead to a higher valuation of the Company and thus to a different assessment of the financial adequacy of the offer price.

The offer price of EUR 17.50 meets the requirements for the statutory minimum offer price and represents a premium of 54.20 percent on the XETRA closing price of the Encavis share on 5 March 2024, the day press reports on takeover speculation and the ad hoc release of Encavis have been published, according to which the Company is in talks with KKR about a potential transaction. The offer price also represents a premium of 34.50 percent on the volume-weighted average stock exchange price of the last six months up to and including 5 March 2024, as well as a premium of 34.10 percent on the volume-weighted average stock exchange price of the last six months up to and including 13 March 2024, the day before the announcement of the takeover offer by the Bidder. The offer price also exceeds the median of analysts’ target prices for the Encavis shares published in the last three months up to and including 5 March 2024 by approximately 9.4 percent.

The acceptance period for the delisting acquisition offer began with the publication of the offer document on 23 December 2024 and ends on 31 January 2025 at 24:00 hours (CET). Encavis shareholders may accept the Bidder’s delisting acquisition offer through their custodian bank. Shareholders are advised to contact their custodian bank to tender their shares. The details of the offer are set out in the Bidder’s offer document, which can be found on the Bidder’s website at www.elbe-offer.com (under “Öffentliches Delisting-Erwerbsangebot”).

As a delisting acquisition offer, the offer to Encavis shareholders is not subject to any offer conditions; in particular, there is no minimum acceptance threshold.

After expiry of the acceptance period of the delisting acquisition offer, the Bidder intends to carry out the delisting of the Encavis Shares as quickly as legally and practically possible. In the Investment Agreement and the Delisting Agreement, the Management Board has undertaken, subject to its fiduciary duties, to support the delisting at the request of the Bidder and to submit corresponding applications for the revocation of the admission of the Encavis shares to trading on the regulated market of the Frankfurt Stock Exchange and the Hamburg Stock Exchange. In addition, Encavis has undertaken in the Delisting Agreement to take all economically reasonable steps and measures to terminate all current inclusions of the Encavis share in the open market of all stock exchanges.

At the time of publication of the delisting acquisition offer, the Bidder and the persons acting jointly with the Bidder already hold shares and voting rights amounting to approximately 87.73 percent of the share capital of Encavis.

The detailed terms and conditions of the delisting acquisition offer can be found in the offer document.

The joint reasoned statement of the Management Board and the Supervisory Board of Encavis on the public delisting acquisition offer of the Bidder, published on 3 January 2025, is available free of charge from Encavis AG, Investor Relations, Große Elbstraße 59, 22767 Hamburg, Germany, email: ir@encavis.com (stating a complete postal address). In addition, the joint reasoned statement has been published on the Encavis website: https://www.encavis.com/en/green-capital/investor-relations/delisting

The joint reasoned statement and any supplements and/or additional statements regarding possible amendments to the delisting acquisition offer are published in German and in a non-binding English translation. Only the German versions are authoritative.

Please note that only the joint reasoned statement of the Management Board and the Supervisory Board are authoritative. The information in this press release does not constitute any explanation or supplement to the contents of the joint reasoned statement.
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About ENCAVIS:
The Encavis AG (ISIN: DE0006095003; ticker symbol: ECV) is a producer of electricity from Renewable Energies. 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 3.7 gigawatts (GW), of which around 2.4 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 more than 1.3 GW of capacity under construction, of which around 900 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-), the Carbon Disclosure Project (CDP) with its Climate Score “B” and Sustainalytics with its “low risk” ESG risk rating.

www.encavis.com

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