029 Group SE

M&A Activity • Mar 12, 2018

News Details

Takeover Bids | 12 March 2018 19:21

Takeover Offer;

Target company: innogy SE; Bidder: E.ON Verwaltungs SE

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

—————————————————————————

Announcement of the decision to make a takeover offer

(Übernahmeangebot)

pursuant to section 10 para. 1 sentence 1 in conjunction with sections 29

para. 1 and 34 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz (WpÜG))

Bidder:

E.ON Verwaltungs SE

Brüsseler Platz 1

45131 Essen

registered in the commercial register of the local court

(Amtsgericht) of

Düsseldorf under HRB 73520

Target company:

innogy SE

Opernplatz 1

45128 Essen

registered in the commercial register of the local court

(Amtsgericht) of

Essen under HRB 27091

ISIN: DE000A2AADD2

On 12 March 2018 E.ON Verwaltungs SE (’Bidder’) decided to offer to

the

shareholders of innogy SE (’innogy Shareholders’) by way of a

voluntary

public takeover offer (the ‘Takeover Offer’) to acquire their

bearer shares

in innogy SE with no par value, each representing a pro-rata amount of the

share capital of EUR 2.00 (ISIN: DE000A2AADD2) (the ‘innogy

Shares’)

against a cash consideration of EUR 36.76 per innogy Share.

In addition, the innogy Shareholders shall benefit from the dividend to be

paid for the financial year ending on 31 December 2017 (’Financial Year

2017’) and the financial year ending on 31 December 2018

(’Financial Year

2018’) of innogy SE. The Bidder expects the dividend for the Financial

Year

2017 and for the Financial Year 2018 to amount in total to EUR 3.24 per

innogy Share.

The consummation of the Takeover Offer will in any event occur after the

annual general meeting of innogy SE, which will resolve on the distribution

of profits for the Financial Year 2017. Thus, the innogy Shareholders will

receive the dividend per innogy Share approved for the Financial Year 2017

(’Dividend 2017’) from innogy SE.

If the consummation of the Takeover Offer occurs prior to the annual

general meeting of innogy SE, which will resolve on the distribution of

profits for the financial year ending on 31 December 2018, the cash

consideration of the Takeover Offer will be increased from EUR 36.76 per

innogy Share by the amount of EUR 3.24 per innogy Share minus the amount of

the Dividend 2017.

If the consummation of the Takeover Offer occurs after the annual general

meeting of innogy SE, which will resolve on the distribution of profits for

the Financial Year 2018, the innogy Shareholders will receive the dividend

per innogy Share approved for the Financial Year 2018 (’Dividend

2018’)

from innogy SE. If the Dividend 2017 together with the Dividend 2018 is

less than EUR 3.24 per innogy Share, the Bidder will compensate those

innogy Shareholders who have tendered their shares into the Takeover Offer

for the difference to the amount of EUR 3.24.

As of today, the total value of the Takeover Offer therefore amounts to EUR

40 per innogy Share.

The offer document for the Takeover Offer (in German language and a

non-

binding English translation) as well as further information with

respect to

the Takeover Offer will be published on the internet at http://

www.energyfortomorrow.de. In addition, there will be an announcement of the

publication of the offer document in the German federal gazette

(Bundesanzeiger).

As far as legally permissible, the Bidder reserves the right to deviate in

the final terms and conditions of the Takeover Offer from the basic data

described herein.

Further information with regard to the transaction:

The Bidder is an indirect 100% subsidiary of E.ON SE having its registered

seat in Essen, Germany (’E.ON’). Today, E.ON, the Bidder, RWE

Aktiengesellschaft, having its registered seat in Essen, Germany

(’RWE’),

and RWE’s 100% subsidiary RWE Downstream Beteiligungs GmbH, having its

registered seat in Essen, Germany (’RWE DB’), which holds approx.

76.79% of

the innogy Shares issued, have entered into a Share Purchase and

Transaction Agreement, under which RWE respectively RWE DB are inter alia

obliged to sell the innogy Shares held by RWE DB to the Bidder outside of

the Takeover Offer.

The consummation of the Takeover Offer will be subject to the granting of

the necessary merger control approvals and other required regulatory

approvals as well as further common closing conditions.

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell innogy Shares. The final terms and further provisions

regarding the Takeover Offer will be set forth in the offer document to be

published upon approval of its publication by the German Federal Financial

Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht).

Investors and innogy Shareholders are strongly recommended to read the

offer document and all announcements and documents published in connection

with the Takeover Offer, since they will contain important information.

To the extent permissible under applicable law or regulation, and in

accordance with German market practice, E.ON Verwaltungs SE or brokers

acting on its behalf may from time to time make certain purchases of, or

arrangements to purchase, directly or indirectly, innogy Shares or any

securities that are immediately convertible into, exchangeable for, or

exercisable for, innogy Shares, other than pursuant to the Takeover Offer,

before, during or after the period in which the offer remains open for

acceptance. These purchases may occur either in the open market at

prevailing prices or in private transactions at negotiated prices. Any

information about such purchases will be disclosed as required by law or

regulation in Germany or other relevant jurisdictions.

12 March 2018

E.ON Verwaltungs SE

End of WpÜG-Announcement

End of WpÜG announcement

The 12.03.2018 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

—————————————————————————

Listed: Bietergesellschft: Regulierter Markt in Berlin, Düsseldorf,

Frankfurt (Prime Standard), Hamburg, Hannover, München, Stuttgart;

Freiverkehr in Tradegate Exchange

Zielgesellschaft: Regulierter Markt in

Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg,

Hannover, München, Stuttgart, Tradegate Exchange