EQS-News: All regulatory approvals of the voluntary public takeover offer obtained

Corporate News
All regulatory approvals of the voluntary public takeover offer obtained
 

• All offer conditions of the voluntary public takeover offer have been fulfilled
• KKR-led consortium had secured about 87.41 percent of all outstanding Encavis shares as part of the voluntary takeover offer
• Shareholders will receive EUR 17.50 in cash consideration for each Encavis share tendered
• Delisting of Encavis to be carried out as soon as legally and practically possible

Hamburg, 25 November 2024 – Encavis AG (“Encavis” or the “Company”) has announced that all offer conditions for the voluntary takeover offer by Elbe BidCo AG (“BidCo” or the “Bidder”) have been fulfilled. The Bidder announced the receipt of the last outstanding regulatory approval and that the offer will be settled within the next eight banking days. As part of the voluntary public takeover offer, BidCo had secured about 87.41 percent of all outstanding Encavis shares at an offer price of EUR 17.50 per share, including around 31 percent through binding agreements with existing shareholders of the Company. Following settlement of the offer, the bidder will hold a total of around 87.73 percent of Encavis shares. Already on 14 March 2024, Encavis and BidCo signed an Investment Agreement to enter into a strategic partnership.

The BidCo is a holding company controlled by investment funds, vehicles and accounts advised and managed by KKR. The family company Viessmann Generations Group GmbH & Co. KG (“Viessmann”) is involved as a co-investor in the consortium led by KKR, along with the previous shareholder ABACON CAPITAL (“Abacon”).

The transaction and the strategic partnership with BidCo will enable Encavis to accelerate its growth strategy, expand its portfolio and strengthen its market position as a leading independent power producer in Europe. BidCo aims to support Encavis’ growth across all segments, providing significant financial support to expand its project pipeline, increase capacity and extend its reach in core markets.

Dr Christoph Husmann, Spokesman of the Management Board and Chief Financial Officer (CFO) of Encavis said: “With the completion of the offer, we will be embarking on a new chapter in our company's history – with strong investors on our side who believe in our potential and will contribute their expertise and resources to the continued growth of Encavis. Together, we will further expand our portfolio of renewable energy production facilities, develop our competencies and strengthen Encavis' market position in Europe.”

Vincent Policard, Partner and Co-Head of European Infrastructure at KKR, said: “Together with our consortium partners, we are pleased to support Encavis on its growth path with long-term capital and our expertise, thereby contributing to the energy transition. This strategic investment will not only enable Encavis to capitalize even better on emerging opportunities in the renewable energy sector, but also aligns with KKR's broader mission of fostering a more energy-independent Europe.”

Max Viessmann, CEO of Viessmann: “With our investment in Encavis in collaboration with KKR, we are setting an important milestone in our mission to co-create living spaces for future generations and actively contribute to the global energy transition through entrepreneurial engagement. We look forward to supporting Encavis on its growth path and taking responsibility for a sustainable future together with our partners.”

Tobias Krauss, CEO of Abacon: “Encavis is not only a strategically important project for Abacon, but also a personally important one. On the one hand, our founder Albert Büll has played a key role in the development of Encavis over many years. Secondly, clean energy is one of the most important issues of our time. Encavis has great potential and we are excited to be involved in the company's future with strong partners.”

With the fulfilment of all offer conditions, the public takeover offer has been successful and the offer price of EUR 17.50 per Encavis share will be instructed for payment to the Encavis shareholders who tendered their shares as part of the public takeover offer. Further information on the settlement and transfer of the tendered shares as part of the public takeover offer is available at www.elbe-offer.com.

Following settlement of the offer, the intention is to delist Encavis from the stock exchange as soon as legally and practically possible, in order to benefit from the financial flexibility and long-term commitment of KKR and Viessmann.

KKR established its Global Infrastructure business in 2008 and has since grown to one of the largest infrastructure investors globally with a team of more than 120 dedicated investment professionals. The firm currently oversees approximately USD 77 billion in infrastructure assets globally and has made over 90 infrastructure investments across a range of sub-sectors and geographies. KKR’s infrastructure platform is devised specifically for long-term, capital intensive structural investments.

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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 SDAX 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 more than 1.2 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.

Additional information can be found at www.encavis.com.

About KKR:

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries.

For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

About Viessmann Generations Group:

Founded in 1917, the independent family company Viessmann is today a global, broadly diversified Group. All activities are based on the company’s purpose "We co-create living spaces for generations to come”. This is the passion and responsibility that the large worldwide Viessmann family brings to life every day. Viessmann forms an ecosystem of entrepreneurs and co-creators with a clear focus on CO2 avoidance, reduction and capturing.

About ABACON CAPITAL:

ABACON CAPITAL, a family-owned investment firm, champions the sustainable energy transition, pioneering mobility solutions, and groundbreaking deep tech. Our mission centers on uplifting communities, fostering purposeful endeavors, and ensuring profitability, all while advancing societal and environmental well-being. Founded by Albert Büll, a visionary entrepreneur and investor with a legacy in nurturing sustainable enterprises – such as B&L Group in real estate development, Encavis AG in renewable energy production, and noventic in smart metering and energy management – ABACON is built on a foundation of innovation and responsibility.

Contacts:

Encavis AG
Dr. Oliver Prüfer
Press Officer & Manager Public Relations       
Phone: + 49 (0) 40 378 562 133   
Email: communications@encavis.com

KKR
Fabian Prietzel   
Mobile: + 49 (0) 171 86 01 411 
Email: kkr_germany@fgsglobal.com

Viessmann Generations Group
Byung-Hun Park
Vice President Corporate Communications
Mobile: +49 (0) 151 64 911 317
Email: huni@viessmann.com

ABACON CAPITAL
Josef Arweck   
Mobile: + 49 (0) 157 34 762 499
Email: arweck@bernstein-group.com