The Management Board of the Hamburg-based wind and solar park operator Encavis AG (ISIN: DE0006095003, ticker symbol: ECV) (“Encavis”) and Elbe BidCo AG (“BidCo” or “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”), have signed a Delisting Agreement today. BidCo already holds approximately 87.73 percent of the Encavis shares.
On the basis of the Delisting Agreement, applications for the revocation of the respective admission of the Encavis shares to the regulated market (so-called delisting) are to be submitted; in addition, economically reasonable measures shall be taken that are necessary and possible for the Company in order to terminate the inclusion of Encavis shares in trading on the open market (Freiverkehr) thereafter.
Pursuant to the terms of the Delisting Agreement, the Bidder will today announce its decision to make a delisting offer to the shareholders of the Company in the form of a cash offer to purchase all remaining shares of the Company not already held directly by the Bidder in return for a cash consideration of EUR 17.50 per share.
The Management Board and the Supervisory Board of the Company, both of which have approved the conclusion of the Delisting Agreement, support the announced delisting offer by BidCo. Subject to the review of the offer document for the delisting offer and the fulfilment of their statutory legal obligations, the Management Board and Supervisory Board of the Company intend to recommend to the shareholders of the Company to accept the delisting offer in their joint reasoned statement to be published in accordance with Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”).
The further process will be specified in the Delisting Agreement. In addition, the Delisting Agreement contains provisions to secure the (re-)financing of the Company after the revocation of the admission of the Encavis shares to the regulated market and, therefore, protective measures in favor of the Encavis Group. After the revocation of the stock exchange admissions has taken effect, the Encavis shares will no longer be admitted to trading and traded on a domestic regulated market or a comparable market abroad.
