M&A Activity • Jul 28, 2016
M&A Activity
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Corporate | 28 July 2016 13:15
Capital Stage AG: Takeover offer for CHORUS Clean Energy AG published / acceptance period starts for exchange offer
DGAP-News: Capital Stage AG / Key word(s): Offer/Offer
2016-07-28 / 13:15
The issuer is solely responsible for the content of this announcement.
Hamburg, July 28, 2016. Today, Capital Stage AG ("Capital Stage"),
SDAX-quoted Hamburg-based operator of solar and wind parks, published the
offer document for the public exchange offer to acquire all outstanding
shares of CHORUS Clean Energy AG ("CHORUS"). Effective immediately, CHORUS
shareholders can exchange every three (3) CHORUS shares for five (5)
Capital Stage shares. CHORUS shareholders are asked to approach their
respective custodian bank regarding the execution of the exchange offer.
The acceptance period will end at midnight (CET) on September 16, 2016 as
long as it is not extended in accordance with the statutory provisions of
the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz/WpÜG). In the event of such an extension, an announcement
will be published immediately by Capital Stage.
Attractive premium for shareholders accepting the offer
The implied offer price for the exchange offer of Capital Stage is EUR11.50
(1)per CHORUS share, corresponding to an attractive premium of 36% (2).
"CHORUS shareholders will benefit from the combination and the value
creation potential of the combined company." says Prof. Dr. Klaus-Dieter
Maubach, CEO of Capital Stage. "As a result of the combination, we will
become one of the leading operators of solar and wind parks. The combined
market power places us in an outstanding position to benefit from numerous
growth opportunities in the area of renewable energy", adds Maubach.
((1) Based on the three months volume weighted average price of EUR6.90 per
Capital Stage share as disclosed by BaFin on May 29, 2016.(2)Based on the
three months volume weighted average price of EUR8.48 per CHORUS share as
disclosed by BaFin on May 29, 2016.)
Combination increases attractiveness of the share
A successful combination of both companies will likely increase the free
float and liquidity of the share and enhances its attractiveness
significantly. Consequently, several new strategic options for the combined
company will arise. "We want to continue to grow in the coming years and
increase the attractiveness of our company. Our goal is to be part of the
MDAX in the medium term. A successful combination with CHORUS brings us a
significant step closer to this goal. An MDAX inclusion would enable us
access to additional domestic and international investor groups as well as
additional attractive options to fund future growth", says Maubach. The
shareholder-friendly dividend policy will be continued.
Capital Stage aims to achieve minimum acceptance ratio of 50% plus one
share
The takeover offer is subject to a minimum acceptance ratio of 50 percent
plus one (1) share of the outstanding shares of CHORUS and the registration
of the implementation of Capital Stage's capital increase in kind, which is
required for the exchange, in the commercial register. Prior to the
publication of the offer document, Capital Stage already entered into
tender commitments with Peter Heidecker, chairman of the supervisory board
and largest shareholder of CHORUS, as well as management board members of
CHORUS, who together own approximately 15% of the shares and voting rights
of CHORUS. Pursuant to which these shareholders irrevocably undertake to
tender their CHORUS Shares in the takeover offer. Furthermore, Capital
Stage shareholders have agreed to the capital increase required for the
exchange within the extraordinary general meeting on July 8, 2016 with a
significant majority.
Strong platform for future growth
Through the combination, the combined company will have a leading position
as an independent operator of solar and wind parks. The joint capacity of
more than 1 gigawatt matches the output of a typical power plant and
suffices to provide more than half a million households per year with
power. The takeover - which is expressly supported by CHORUS management -
enables Capital Stage to take an active role in the consolidation of the
industry and creates the basis for further growth. The business combination
improves the positioning for new acquisitions and the entry into new
geographical regions in- and outside Europe. Together, the companies have
already today a strong position in the core markets Germany, Italy and
France, which are complemented by further projects in the UK, Austria,
Sweden and Finland. In addition, the joint company benefits from a
diversified mix of solar (approx. 60% of current total capacity) and wind
(approx. 40% of current total capacity) capacities. With a share of almost
50% of total capacity, Germany remains the largest and most important
market.
Offer document has been published
The offer document was prepared on the basis of the WpÜG and its
publication was approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistung/BaFin) today. Effective
immediately, the offer document is available for download at
www.capitalstage.com within the investor relation section under
"Öffentliches Übernahmeangebot CHORUS Clean Energy". Additional information
materials can be accessed from the webpage.
Furthermore, copies of the offer document are available free of charge from
DZ BANK AG, Deutsche Zentral-Genossenschaftsbank, Abteilung F/GTIS, Platz
der Republik, 60265 Frankfurt am Main (orders by mail to the aforementioned
address stating a full postal mail address, by fax +49 69 7447 7816 or by
e-mail [email protected]).
About Capital Stage
Since 2009, Capital Stage has acquired solar power plants and wind parks in
Germany, France, Italy and the UK with a total generation capacity of more
than 600 MW. As such, Capital Stage today is Germany's largest independent
operator of solar parks and already has a generating capacity that is
equivalent to more than half the output of a nuclear power plant. Capital
Stage today also is Germany's largest independent operator of solar parks.
The high quality of the existing portfolio in combination with an excellent
O&M management generate attractive returns and stable revenues for Capital
Stage, while offering only a moderate level of investment risk. Capital
Stage AG is listed in the regulated market (Prime Standard) of the
Frankfurt Stock Exchange and in the regulated market of the Hanseatic Stock
Exchange Hamburg (ISIN: DE0006095003 / WKN: 609500). The shares of Capital
Stage AG have been listed in the Deutsche Börse Frankfurt a. M. selective
index SDAX since March 2014. For more information, visit
www.capitalstage.com
Contact:
Capital Stage AG
Till Gießmann
Head of Investor & Public Relations
Tel.: + 49 (0)40 37 85 62-242
Fax: + 49 (0)40 37 85 62-129
E-Mail: [email protected]
Disclaimer
Please note that the offer document, which alone is authoritative for the
takeover offer, contains further information on the takeover offer.
Shareholders and investors are advised to read the offer document and
information in connection with the public takeover offer, subsequently to
their publication, attentively and with due care, because they contain
important information. This document does not represent an exchange offer
nor a request to submit an exchange offer for shares in CHORUS Clean Energy
AG and Capital Stage AG. The final conditions and other conditions related
to the offer are contained in the offer document. Its publication was
approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistung/BaFin) on July 28, 2016. CHORUS
shareholders can view these documents on the website www.capitalstage.com
in the investor relation section under "Öffentliches Übernahmeangebot
CHORUS Clean Energy". This document is published in German and as an
English translation. In the event of any conflict or inconsistency between
the English and the German versions, the German version shall prevail.
2016-07-28 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Capital Stage AG
Große Elbstraße 59
22767 Hamburg
Germany
Phone: +49 4037 85 62 -0
Fax: +49 4037 85 62 -129
E-mail: [email protected]
Internet: www.capitalstage.com
ISIN: DE0006095003
WKN: 609500
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard), Hamburg;
Regulated Unofficial Market in Berlin, Dusseldorf, Munich,
Stuttgart, Tradegate Exchange
End of News DGAP News Service
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