FOR EXTERNAL USE
Masdar and GEK TERNA Strike
Landmark €3.2bn[1] Deal
UAE Renewables Champion to
Acquire Greece's TERNA ENERGY
•
Deal represents
largest ever energy transaction on Athens Stock Exchange, and one
of largest in EU renewables Industry
•
Masdar has
signed a definitive agreement with GEK TERNA and other shareholders
to acquire initially 67%[2] of the
outstanding shares of TERNA ENERGY at completion of the transaction
at a price of 20.00[3] euros per share[4]
•
The acquisition
price[5] represents an equity valuation
of 2.4 billion euros and an enterprise value (EV) of 3.2bn
euros
•
Subject to
closing of the transaction, Masdar will launch an all-cash
mandatory tender offer to acquire all the remaining shares of TERNA
ENERGY with the intention of reaching 100%
•
The deal will
provide significant capital investment in Greece and other EU
countries, unlocking renewable energy capacity and supporting the
EU's net zero by 2050 goals
•
TERNA ENERGY is
expected to play an important role in growing Masdar's
portfolio across Europe as it targets 100 gigawatts (GW) global
capacity by 2030 in support of the global energy
transition
ABU
DHABI, UAE & ATHENS, Greece - June 20, 2024
- Abu Dhabi Future Energy Company PJSC - Masdar
("Masdar"), the UAE's clean energy leader, announced today that it
has reached a definitive agreement with GEK TERNA SA (GEKTERNA.AT)
and other shareholders of TERNA ENERGY SA (TENERGY.AT), with the
intention to acquire initially 67% of the company's outstanding
shares at completion of the transaction, subject to regulatory
approvals and other conditions. After completion of the
transaction, Masdar will launch an all-cash mandatory tender offer
to acquire all the remaining outstanding shares of the company with
the intention of reaching 100%.
The transaction and subsequent offer
values TERNA ENERGY's total equity at 2.4bn euros[6] with an enterprise value of 3.2bn euros,
making it the largest ever energy transaction on the Athens Stock
Exchange, and one of the largest in the European renewables
market.
The deal is expected to provide
significant capital investment in Greece and other European
countries, supporting TERNA ENERGY's contribution to
Greece's National Energy and Climate Plan
(NECP) and the EU's net zero by 2050
target. The proposed acquisition demonstrates the scale and
ambition of Masdar's growth plans in the region, and further
solidifies Masdar's role as a trusted global energy transition
partner to governments, investors, developers and communities
across the globe.
Background and reasons for the transaction
Established in 1997, TERNA ENERGY is
a leading European clean energy platform, with a track record of
more than 25 years of delivering innovative and sustainable
projects. The company specializes in financing, developing,
constructing and operating renewable energy facilities, focused on
wind, solar, hydroelectric and pumped storage projects.
The company has recently announced
its growth plan targeting renewable energy operational capacity of
6GW by 2030. With a strong portfolio of projects in Greece and
Europe, TERNA ENERGY is the largest investor in the renewables
energy sector in Greece.
The proposed acquisition is expected
to play an important role in growing Masdar's portfolio in Europe
as it targets 100GW global capacity by 2030. It also reflects
Masdar's confidence in TERNA ENERGY's growth potential, as well as
the strength of the Greek market and its renewables
sector.
The transaction is aligned with GEK
TERNA's strategy of becoming the leading diversified infrastructure
group in Greece and Southeast Europe and will accelerate the
Group's path to a new growth era.
Demonstrating continuity in
leadership, TERNA ENERGY's Executive Chairman, Georgios Peristeris,
and Chief Executive Officer, Emmanuel Maragoudakis, will continue
in their current roles following completion of the transaction and
support Masdar in leading the company in its next phase of
growth.
HE
Dr Sultan Al Jaber, UAE Minister of Industry and Advanced
Technology, Chairman of Masdar and COP28
President, said:
"Today marks a major milestone in
Masdar's strategy to expand its portfolio to 100GW of clean energy
by 2030 and it will make a substantial contribution to the
renewable energy capacity of Greece. As one of Europe's biggest
renewable energy transactions in 2024, this investment reflects the
UAE's clear commitment to Greece and Europe's clean energy
development and it represents another major practical step in
realizing one of the central goals of the UAE Consensus, to triple
global renewable energy capacity by 2030. In short, this deal
underlines the smart growth opportunities of a responsible and
orderly energy transition stimulating new industries, new jobs and
low carbon economic development."
Mohamed Jameel Al Ramahi, Chief Executive Officer of
Masdar, commented:
"We are injecting capital and global
expertise to accelerate TERNA ENERGY's expansion, supporting
Greece's renewable energy ambitions and extending Masdar's global
reach. As a leading European development platform, TERNA ENERGY is
expected to play an important role in Masdar's growing portfolio in
Greece and Europe. We look forward to completing the transaction
and starting to work with TERNA ENERGY's leadership team to
supercharge their ambitious growth plans in support of Greece's
energy transition."
Georgios Peristeris, Chairman and CEO of GEK TERNA, and
Executive Chairman of TERNA ENERGY,
said:
"Our agreement with Masdar is a
recognition of the great value of TERNA ENERGY and the result of
the hard work of hundreds of people for more than 25 years. At the
same time, it marks the beginning of a new era of even greater
growth for GEK TERNA Group. It is also a strong vote of confidence
for Greece and its prospects. TERNA ENERGY is the leading RES
investor in Greece and a key pillar of the national effort to
transition to a future with cleaner and cheaper energy for all. A
future with greater energy autonomy for our country, based on clean
energy that will be produced in our homeland. And we will continue
on the same course with even greater power."
Masdar has retained Rothschild &
Co. as sole financial advisor, and Simmons & Simmons, Bernitsas
Law, Latham & Watkins as legal advisors, in connection with the
transaction and financing.
GEK TERNA Group was supported by Reed
Smith LLP and Potamitis Vekris, who were the international and
Greek legal advisors for the transaction respectively, while Morgan
Stanley has been acting as sole financial advisor to TERNA
ENERGY.
-ENDS-
Contacts:
For Masdar media enquiries, please
contact: press@masdar.ae
For more information please visit:
https://www.masdar.ae and connect: facebook.com/masdar.ae and
twitter.com/masdar
For GEK TERNA and TERNA ENERGY
enquiries:
Press Office Directorate: Mary
Andreadi, tel. +30 210 69 68 000,
pressoffice@gekterna.com
Investor Relations Directorate:
Argyris Gkonis, tel. +30 210 69 68
000, agkonis@gekterna.com
About Masdar
Masdar (Abu Dhabi Future Energy
Company) is one of the world's fastest-growing renewable energy
companies. As a global clean energy pioneer, Masdar is advancing
the development and deployment of solar, wind, geothermal, battery
storage and green hydrogen technologies to accelerate the energy
transition and help the world meet its net-zero ambitions.
Established in 2006, Masdar has developed and invested in projects
in over 40 countries with a combined capacity of over 20 gigawatts
(GW), providing affordable clean energy access to those who need it
most and helping to power a more sustainable future.
Masdar is jointly owned by TAQA,
ADNOC, and Mubadala, and is targeting a renewable energy portfolio
capacity of 100GW by 2030 while aiming to be a leading producer of
green hydrogen by the same year.
About GEK TERNA Group
GEK TERNA Group is one of the
leading business Groups in Greece with a significant presence
abroad. With approximately 8,000 employees worldwide, the Group
holds a leading position in Greece in the fields of infrastructure,
power generation, supply and trade, concessions and waste
management. GEK TERNA (www.gekterna.com) is listed on the Athens
Stock Exchange (FTSE / ATHEX Large Cap).
About TERNA ENERGY
TERNA ENERGY, a subsidiary of GEK
TERNA Group, has been a key player in the renewable energy sector
for over two decades, holding the largest and most diversified
portfolio of projects in Greece, with 2,500 MW in operation, under
construction and ready for construction. TERNA Energy's installed capacity currently stands at 1,227
MW, while TERNA ENERGY is continuing
seamlessly with its investment plan, aiming to approach a total
installed capacity of 6GW by 2030. TERNA ENERGY
(www.terna-energy.com)
is listed on the Athens Stock Exchange.