Pioneer in renewable energy in the United Arab Emirates acquires Greek company TERNA ENERGY

• The deal is the largest energy transaction ever on the Athens Stock Exchange and one of the largest in the EU renewable energy sector

• Masdar signed a final agreement with GEK TERNA and other shareholders initially acquire 67%² of the outstanding shares of TERNA ENERGY upon completion of the transaction at a price of 20.00³ Euro per share⁴

• The purchase price⁵ represents an equity valuation of 2.4 billion euros and an enterprise value (EV) of 3.2 billion euros

• Subject to completion of the transaction, Masdar will make a mandatory cash offer to acquire all remaining shares of TERNA ENERGY, with the intention of achieving 100%.

• The deal will involve significant investments in Greece and other EU countries to unlock renewable energy capacity and support the EU’s 2050 climate neutrality targets.

• TERNA ENERGY is expected to play an important role in expanding Masdar’s portfolio Europe The goal is a global capacity of 100 gigawatts (GW) by 2030 to support the global energy transition.

ABU DHABIUnited Arab Emirates and Athens, Greece, 20 June 2024 /PRNewswire/ — Abu Dhabi Future Energy Company PJSC – Masdar (“Masdar”), the UAE’s leading clean energy provider, today announced that it has signed a definitive agreement with GEK TERNA SA (GEKTERNA.AT) and other shareholders of TERNA ENERGY SA (TENERGY.AT) with the intention of initially acquiring 67% of the Company’s outstanding shares upon closing of the transaction, subject to regulatory approvals and other conditions. Following closing of the transaction, Masdar will make a mandatory cash offer to acquire all of the Company’s remaining outstanding shares, with the intention of achieving 100%.

The transaction and the subsequent offer value the entire equity of TERNA ENERGY at 2.4 billion euros⁶ with an enterprise value of 3.2 billion eurosmaking it the largest energy transaction ever on the Athens Stock Exchange and one of the largest in the European renewable energy market.

The deal is expected to result in significant investments in Greece and other European countries that support TERNA ENERGY’s contribution to Greece National Energy and Climate Plan (NECP) and the EU’s net zero target by 2050. The proposed acquisition demonstrates the scale and ambition of Masdar’s growth plans in the region and cements Masdar’s role as a trusted global energy transition partner for governments, investors, developers and communities around the world.

Background and reasons for the transaction

Founded in 1997, TERNA ENERGY is a leading European clean energy platform with a track record of more than 25 years in implementing innovative and sustainable projects. The company specializes in the financing, development, construction and operation of renewable energy assets, with a focus on wind, solar, hydropower and pumped storage projects.

The story goes on

The company recently announced its growth plan, which aims to achieve 6 GW of renewable energy operating capacity by 2030. With a strong portfolio of projects in Greece And EuropeTERNA ENERGY is the largest investor in renewable energy in Greece.

The planned acquisition is expected to play an important role in expanding Masdar’s portfolio in Europe The target is a global capacity of 100 GW by 2030. It also reflects Masdar’s confidence in TERNA ENERGY’s growth potential as well as in the strength of the Greek market and its renewable energy sector.

The transaction is in line with GEK TERNA Strategy, the leading diversified infrastructure group in Greece And Southeast Europe and will accelerate the Group’s path into a new era of growth.

The CEO of TERNA ENERGY, Georgios Peristerisand CEO, Emmanuel Maragoudakiswill 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 JaberMinister of Industry and Advanced Technology of the United Arab Emirates, Chairman of Masdar and Climate Conference 2020 presidentsaid:
“Today marks an important milestone in Masdar’s strategy to expand its portfolio to 100 GW of clean energy by 2030 and will make a significant contribution to Greece. As one of Europe’s This investment is one of the largest renewable energy transactions in 2024 and reflects the UAE’s clear commitment Greece And Europe’s The agreement promotes the development of clean energy and represents another important practical step towards achieving one of the central goals of the UAE Consensus to triple global renewable energy capacity by 2030. In short, this agreement underscores the smart growth opportunities of a responsible and orderly energy transition that promotes new industries, new jobs and low-carbon economic development.”

Mohammed Jameel Al RamahiChairman of Masdarcommented:
“We bring capital and global know-how to accelerate the expansion of TERNA ENERGY and Greece ambitions in renewable energy and expanding 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 EuropeWe look forward to completing the transaction and working with TERNA ENERGY’s management team to advance their ambitious growth plans and Greece Energy transition.”

Georgios PeristerisChairman and CEO of GEK TERNAand Chairman of the Board of TERNA ENERGYsaid:
“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 over more than 25 years. At the same time, it marks the beginning of a new era of even greater growth for the 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 of cleaner and cheaper energy for all. A future of greater energy autonomy for our country, based on clean energy produced at home. And we will continue on this course with even greater vigor.”

Masdar has engaged Rothschild & Co. as sole financial advisor and Simmons & Simmons, Bernitsas Law and Latham & Watkins as legal advisors in connection with the transaction and financing.

GEK TERNA Group was assisted by Reed Smith LLP and Potamitis Vekris, who acted as international and Greek legal advisors respectively on the transaction, while Morgan Stanley acted as sole financial advisor to TERNA ENERGY.

For more information visit: https://www.masdar.ae and connect with: facebook.com/masdar.ae and twitter.com/masdar

References:

¹ Refers to the corporate value of TERNA ENERGY
² Subject to regulatory approvals and other conditions precedent.
³ Subject to customary adjustments.
⁴ The total return for TERNA ENERGY shareholders also includes an agreed dividend distribution of €0.38 per share
⁵ Subject to customary adjustments
⁶ Ibid.

About Masdar

Masdar (Abu Dhabi Future Energy Company) is one of the fastest-growing renewable energy companies in the world. As a global pioneer in clean energy, Masdar is driving the development and deployment of solar, wind, geothermal, battery storage and green hydrogen technologies to accelerate the energy transition and help the world achieve its net zero goals. Founded in 2006, Masdar has developed and invested in projects with a total capacity of over 20 gigawatts (GW) in over 40 countries, providing affordable access to clean energy to those who need it most and contributing to a more sustainable future.

Masdar is a joint venture between TAQA, ADNOC and Mubadala and aims to achieve a renewable energy portfolio capacity of 100 GW by 2030. At the same time, the company aims to become a leading producer of green hydrogen in the same year.

About the GEK TERNA Group

The GEK TERNA Group is one of the leading corporate groups in Greece with a significant presence abroad. With around 8,000 employees worldwide, the group has a leading position in Greece in the areas of infrastructure, energy production, 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 the GEK TERNA Group, has been a major player in the renewable energy sector for over two decades and has the largest and most diverse project portfolio in Greecewith 2,500 MW in operation, under construction and ready for construction. TERNA Energy’s installed capacity is currently 1,227 MW, while TERNA ENERGY continues its investment plan seamlessly and aims to reach a total installed capacity of 6 GW by 2030. TERNA ENERGY (www.terna-energy.com) is listed on the Athens Stock Exchange.

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SOURCE Masdar; GEK TERNA SA