• Attractive cash offer of €4.00 per share, representing a premium of 31% to the closing price of PNE AG shares on 26 August 20191 as well as a premium of 42% to the three-month volume-weighted average share price and of 50% to the volume-weighted average share price over the previous 12 months
• Long-term investment to support PNE AG’s goal of continuing to build a sustainable and competitive renewable energy platform
• Minimum acceptance ratio of 50% plus one share
• PNE AG’s Management Board and Supervisory Board support the Offer
• Purchase agreement concluded for 11% of shares
1 The last closing price before PNE AG confirmed talks with MSIP about a potential takeover
Frankfurt/Cuxhaven, 10 October 2019 – Photon Management GmbH (the “Bidder” or the “Investor”), an indirect wholly-owned subsidiary of funds managed and advised by Morgan Stanley Infrastructure Inc. and part of Morgan Stanley’s global private infrastructure investment platform, Morgan Stanley Infrastructure Partners (“MSIP”), today announced its intention to launch a voluntary public cash takeover offer (the “Offer”) to all shareholders of PNE AG (“PNE” or the “Company”) (ISIN DE000A0JBPG2) for the acquisition of all PNE shares.
The offer price will be €4.00 in cash per PNE share and follows a thorough review and due diligence process by the Investor. This offer price represents a highly attractive premium of 31% to the closing price of PNE shares on 26 August 2019 (€3.05), the last closing price before PNE confirmed talks with MSIP about a potential takeover in an ad-hoc release. Furthermore, it represents a premium of 42% to the three-month volume-weighted average share price until and including 26 August 2019 (€2.82) and a premium of 50% to the volume-weighted average share price over the last 12 months until and including 26 August 2019 (€2.66).
The value of the planned Offer implies a total equity value for PNE of approximately €306 million and a total enterprise value of approximately €360 million. 2
Completion of the Offer will be subject to a minimum acceptance ratio of 50% plus one share, as well as further customary conditions, including antitrust and foreign investment control approvals, as further specified in the offer document.
