04 May 2018

E.ON SE: E.ON launches takeover offer for shares in innogy SE

04/27/2018

- Offer consistent with total offer value of €40.00 per share announced on March 12, 2018. This represented a premium of 28 percent to innogy’s last share price unaffected by general takeover speculation on February 22, 2018, and a 23 percent premium to the three-month volume-weighted average trading price (VWAP) as of March 12, 2018, the date on which the transaction agreement was announced.


- After adjusting for the decision by innogy’s AGM on April 24, 2018 to pay a dividend of €1.60 per share for fiscal year 2017, the effective total offer value is €38.40 per innogy share, which comprises the offer price of €36.76 per share and an assumed dividend for the fiscal year 2018 of €1.64 per share.

- The Acceptance Period ends on July 6, 2018.

- Closing of the takeover offer is expected not before mid-2019, subject to certain closing conditions, including approval by the relevant antitrust and regulatory authorities. The closing conditions are published on the transaction website www.energyfortomorrow.de

E.ON today launched its voluntary public takeover offer (PTO) for shares in innogy SE (ISIN: DE000A2AADD2) following approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”).

The PTO is being made following the agreement between E.ON and RWE of March 12, 2018, under which E.ON will acquire RWE’s 76.8 percent stake in innogy via a far reaching exchange of assets and businesses.

Johannes Teyssen, CEO of E.ON said: “Following the acquisition of innogy, E.ON will be the first formerly integrated utility to focus entirely on meeting the demands of its customers across Europe. The transaction will strengthen our entrepreneurial core and create enormous potential for our customers, shareholders and for our employees. With the first unavoidable job cuts, we are acutely conscious of our responsibility towards employees of both companies. We will treat each employee equally fairly and of course we will handle this period of change socially responsibly and in close alignment with our long established social partners in time-honored fashion.”

The acceptance period for the PTO begins today and ends at midnight (CEST) on July 6, 2018. Tenders of innogy shares must be made in accordance with the procedures described in the offer document.

The total offer value of €40.00 per share announced at the time of the publication of the intention to launch a PTO, i.e., on March 12, 2018, included the anticipated dividend of innogy SE for the fiscal year 2017. This represented a premium of 28 percent to innogy’s last share price unaffected by general takeover speculation on February 22, 2018, and a 23 percent premium to the three-month volume-weighted average trading price (VWAP) as of March 12, 2018, the date on which the transaction agreement was announced.

As anticipated in the announcement, the total offer value has now been adjusted for the dividend for fiscal year 2017 of €1.60 per share which was resolved by innogy’s Annual General Meeting on April 24, 2018. Therefore, the adjusted total offer value is €38.40 (€40.00 less €1.60) per innogy share which consists of an offer price of €36.76 per share plus an assumed dividend of €1.64 per share for the fiscal year 2018.

If the takeover offer completes prior to the date on which innogy’s Annual General Meeting resolves on the dividend for the fiscal year 2018 or if the dividend for the fiscal year 2018 is less than €1.64 per share, E.ON will increase the offer price such that the total value of €38.40 per share remains unchanged for the shareholders of innogy.

Marc Spieker, CFO of E.ON: “We are offering innogy shareholders an attractive premium and thus, present them the opportunity to participate in the value creation of this transaction. The transaction will strengthen E.ON’s profitability and significantly increase the potential for future growth.”

Until completion of the transaction, tendered innogy shares will be tradable under the separate ISIN DE000A2LQ2L3. The takeover offer is expected to close not before mid-2019, subject to certain closing conditions, including approval by the relevant antitrust and regulatory authorities.

The offer document, together with additional information, is available from today on the website www.energyfortomorrow.de and copies available for distribution free of charge are held by BNP Paribas Securities Services S.C.A., Zweigniederlassung Frankfurt, Europa-Allee 12, 60327 Frankfurt am Main (requests by fax to +49 69 1520 5277 or by e-mail to frankfurt.gct.operations@bnpparibas.com). innogy shareholders may direct their questions by e-mail to innogyoffer@dfkingltd.com or by phone on +49 30 610820730.

As a leading energy company, the newly created E.ON will have a clear focus on intelligent networks and customer solutions, ideally positioned to become an innovative force behind the energy transition in Europe. E.ON expects significant synergies as a result of this transaction, amounting to €600 to €800 million annually by 2022.

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