DGAP-News: Photon Management GmbH
/ Key word(s): Offer
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MORGAN STANLEY INFRASTRUCTURE PARTNERS ANNOUNCES INTENTION TO LAUNCH VOLUNTARY PUBLIC TAKEOVER OFFER FOR GERMAN WIND POWER COMPANY PNE AG
- Attractive cash offer of EUR4.00 per share, representing a premium of 31% to the closing price of PNE AG shares on 26 August 2019 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
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 EUR4.00 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 (EUR3.05), 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 (EUR2.82) and a premium of 50% to the volume-weighted average share price over the last 12 months until and including 26 August 2019 (EUR2.66).
The value of the planned Offer implies a total equity value for PNE of approximately EUR306 million and a total enterprise value of approximately EUR360 million.
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.
Management Board and Supervisory Board support the planned Offer
The terms and conditions of the Offer have become contractual in an investment agreement between PNE and the Investor. Under the terms of this agreement, the Company's Management Board and Supervisory Board have taken the view that the transaction is in the best interest of the Company, its shareholders, employees and other stakeholders. Subject to a careful review of the offer document and their fiduciary duties, the governing bodies intend to recommend PNE shareholders to accept the planned Offer.
The investment agreement also contains the terms and conditions of the Investor's strategic investment in PNE including commitments regarding the continuity of the workforce and existing business units as well as for its strong support of the business strategy, in particular with respect to financing.
The Management Board has also committed (subject to fiduciary duties) to initiate a delisting of the Company together with the Investor upon the acquisition of more than 50% of the voting rights and the successful completion of the Offer. Both parties believe that private ownership will provide the Management Board of PNE with an environment to effectively execute its strategy in the best interest of the Company and all of its stakeholders.
The Investor has entered into a sale and purchase agreement to acquire 11% of PNE's total share capital from PNE's largest investor group, thereby already securing the corresponding stake for the planned Offer upon this announcement.
Strategic partner with long-term view
Morgan Stanley Infrastructure Partners is a leading and highly experienced global infrastructure investment platform with broad expertise in managing a diverse portfolio of infrastructure assets, predominantly in OECD countries. Through this investment, MSIP intends to support and accelerate PNE's build-up of a large and diversified portfolio of renewables assets, especially in its core markets of Germany and France. MSIP believes that PNE has initiated the right strategic steps to build a competitive platform which addresses the ongoing transition in the energy markets away from fossil fuels towards renewable energy sources.
Christoph Oppenauer, Executive Director at MSIP based in Frankfurt, said: "We recognize PNE's achievements to date and as a long-term investor, we will support the Company's strategic agenda and objectives. We can provide significant additional know-how and financial backing to accelerate PNE's strategic growth. We will be working with management to continue building a sustainable and competitive renewable energy platform, which will contribute towards achieving the renewable energy build-out targets of governments in PNE's core markets."
With significant experience in the renewables market segment, as well as its broad network and resources, the Investor is the right partner to support PNE. In light of the sector's dynamics and according to the investor's view, accelerating PNE's strategic implementation will be pivotal to continue the Company's additional growth as a leading clean energy solution provider.
Further information about the planned Offer
The planned Offer is not reliant on debt financing, and the Investor does not intend to change the leverage profile of the Company. As a consequence, the investment is not predicated on, and does not require the entering of a domination and profit transfer agreement or any other legal integration measure.
MSIP is supported by Perella Weinberg Partners as financial advisor and by Sullivan & Cromwell LLP as legal advisor. The planned Offer, as well as its final terms and conditions and further provisions will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has approved its publication. The offer document and all other information about the planned Offer will be published on the following website: www.photon-offer.com
Founded in 2006, Morgan Stanley Infrastructure Partners is a leading global infrastructure investment platform with approximately $5 billion of assets under management. It employs an established, disciplined process to invest and manage a diverse portfolio of infrastructure assets predominantly in OECD countries. As an infrastructure investor, MSIP seeks assets with long useful lives that perform essential services to society while generating stable, predictable cash flows that are linked to inflation. The focus sectors include Power Generation and Utilities, Natural Gas, Transportation, and Digital Infrastructure. The team possesses considerable infrastructure investing and asset management experience. It is one of the largest in the industry and has offices across the globe.
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of PNE AG (the "Company"). The final terms and further provisions regarding the planned public takeover offer will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, Photon Management GmbH (the "Bidder") reserves the right to deviate in the final terms of the public takeover offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information.
The Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Offer outside of the Federal Republic of Germany have been or will be filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.
The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting jointly with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting jointly with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting jointly with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting jointly with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors. The last closing price before PNE AG confirmed talks with MSIP about a potential takeover
10.10.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.