e-distribuzione S.p.A. signed an agreement with A2A S.p.A. for the sale to the latter of 90% of the capital of a newly incorporated vehicle, to which electricity distribution activities in some municipalities of Lombardy will be contributed, for a consideration equal to around 1.2 billion euros, based on an enterprise value (for 100% of the company) of about 1.35 billion euros
Furthermore, e-distribuzione S.p.A. signed with A2A S.p.A. a non-binding Memorandum of Understanding aimed at exploring the possible acquisition of certain electricity distribution activities currently held by A2A S.p.A., outside the provinces of Milan and Brescia
The transaction, envisaged in the 2024-2026 Strategic Plan, is in line with the Group’s financial sustainability objective. In the three-year period, the Plan foresees approximately 12.2 billion euros of investments directed to grids in Italy for the benefit of the 31 million end users that e-distribuzione S.p.A. will continue to serve upon closing of the transaction
Enel S.p.A. (“Enel”) announces that, with the aim of rationalizing the management of the distribution networks that interoperate in Lombardy, its subsidiary e-distribuzione S.p.A. (“e-distribuzione”) signed an agreement with A2A S.p.A. (“A2A”) for the sale to the latter of 90% of the capital of a newly incorporated vehicle (“NewCo”), to which electricity distribution activities in some municipalities of the provinces of Milan and Brescia[1] will be contributed.
The agreement provides for A2A to pay a consideration of approximately 1.2 billion euros, based on an enterprise value (for 100% of the company) of around 1.35 billion euros. The consideration, which will be paid at closing, is subject to a price adjustment mechanism customary for these kinds of transactions.
Upon completion of the transaction, e-distribuzione will retain a 10% stake of NewCo’s capital to support the start-up phase of the company, and which will be subject to a put and call option mechanism that can be triggered starting from the first year from completion of the transaction. Furthermore, specific agreements between the parties are foreseen, through which e-distribuzione will guarantee supporting activities to ensure continuity of the service.
The transaction is expected to generate a positive effect on the Enel Group’s consolidated net debt in 2024 of about 1.2 billion euros and a positive impact on Group reported net income for 2024 of about 1 billion euros. If, after today and before the closing of the transaction, a precise definition of further activities that e-distribuzione may carry out for NewCo is reached and such activities are reflected in dedicated agreements, amounting to an industrial Stewardship model, the aforementioned economic effects could also be recognized on the Group's ordinary results.
The closing of the transaction, which is expected to occur by December 31st, 2024, is subject to a number of conditions precedent, including Antitrust clearance, the successful completion of the golden power procedure by the Presidency of Italy’s Council of Ministers and the authorization to transfer the electricity distribution service concessions to NewCo.
The transaction, envisaged in the 2024-2026 Strategic Plan, is in line with the Group’s financial sustainability objective. In the three-year period, the Plan foresees approximately 12.2 billion euros of investments directed to grids in Italy for the benefit of the 31 million end users that e-distribuzione S.p.A. will continue to serve, in around 7,300 municipalities in the country, upon closing of the transaction. Alongside the signing of the agreement, e-distribuzione also signed with A2A a non-binding Memorandum of Understanding (MoU) aimed at exploring the possible acquisition by e-distribuzione of certain electricity distribution activities, outside the provinces of Milan and Brescia, currently held by A2A.
[1] Specifically, 111 municipalities in the province of Milan and 18 in the province of Brescia.
