Elbe BidCo AG Announces Voluntary Public Takeover Offer for ENCAVIS AG

Elbe BidCo AG, previously known as Blitz 21-823 AG, announced a voluntary public takeover offer for all shares of ENCAVIS AG on March 14, 2024. By offering a cash consideration of EUR 17.50 per share, Elbe BidCo aims to acquire the renewable energy firm ENCAVIS AG. This price reflects a premium of approximately 33% over the unaltered Xetra average price of ENCAVIS shares over the past three months.

The takeover offer is contingent on achieving at least a 54.285% acceptance rate among ENCAVIS shareholders, after adjustments for potential dilutions due to convertible bonds. This threshold includes an expected direct purchase of approximately 18% of ENCAVIS shares from an investor pool and around 13% from a roll-over arrangement. Elbe BidCo has also secured an agreement where significant shareholders will transfer their shares outside the offer, combining cash payments and reinvestment in Elbe BidCo.

In support of this acquisition, an Investment Agreement has been executed between Elbe BidCo and ENCAVIS, receiving favorable opinions from ENCAVIS's Management and Supervisory Boards. Moreover, for at least two years post-acquisition, Elbe BidCo commits to not pursuing a domination agreement with ENCAVIS. Details and conditions of the takeover will further be elaborated in the forthcoming offer document, pending approval from the German Federal Financial Supervisory Authority.