ENCAVIS AG

M&A Activity • May 30, 2016

News Details

Corporate | 30 May 2016 08:18

Capital Stage AG (‘Capital Stage’) announces voluntary public takeover offer for all outstanding shares of CHORUS Clean Energy AG (‘CHORUS’)

DGAP-News: Capital Stage AG / Key word(s): Offer/Offer

2016-05-30 / 08:18

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

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Capital Stage AG (“Capital Stage”) announces voluntary public takeover offer for all outstanding shares of CHORUS Clean Energy AG (“CHORUS”)

– Creating one of the largest independent operators of solar and wind parks in Germany with a total capacity in excess of 900 MW

– With the takeover, Capital Stage takes an active role in the consolidation of the industry and creates the basis for further growth

– The combined market strength of Capital Stage and CHORUS creates a leading position with respect to new acquisitions and facilitates the entry into new geographical regions

– The business combination is based on a mutual agreement with the Management Board and the Supervisory Board of CHORUS

– The takeover will be carried out by way of a stock-for-stock exchange offer. Capital Stage offers each CHORUS shareholder five (5) Capital Stage shares in exchange for every three (3) CHORUS shares. The exchange ratio represents a premium of 36% compared to the respective volume-weighted average share prices of CHORUS and Capital Stage over the last three months prior to May 27, 2016

– The largest shareholder as well as Management Board members of CHORUS, who together own approximately 15% of the shares of CHORUS, have irrevocably committed to tender their shares in the exchange offer

– Within the scope of the combination, the shareholders of both companies shall benefit from the expected synergies, an improved basis for future growth as well as from a liquid and attractive share in the capital market

– The corporate headquarter of Capital of Capital Stage remains in Hamburg. It is envisaged that Holger Götze, current CEO of CHORUS, joins the Management Board of Capital Stage as Chief Operating Officer (COO)

Hamburg, May 30, 2016 – The Management Board and the Supervisory Board of SDAX-listed Hamburg-based solar and wind park operator Capital Stage (ISIN DE0006095003) decided to launch a voluntary public takeover offer in the form of an exchange offer to the shareholders of CHORUS for all their share capital. The combined company represents one of the largest independent operators of solar and wind parks in Germany with a total capacity of more than 900 MW. The corporate headquarter of Capital Stage remains in Hamburg. It is envisaged that the management board of Capital Stage, next to Prof. Dr. Klaus-Dieter Maubach (CEO) and Dr. Christoph Husmann (CFO), is complemented by Holger Götze, current CEO of CHORUS, as Chief Operating Officer (COO).

Creating one of the largest independent European operators of solar and wind parks

With a joint capacity of more than 900 MW, the combined company will have a leading position as an independent operator of solar and wind parks. The takeover 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 of Europe, for example North America. Together, the companies have already today a strong positioning in their core markets Germany, Italy and France, which are complemented by further projects in the UK, Austria and Finland. In addition, the joint company benefits from a diversified mix of wind (26% of current total capacity) and solar capacity (74% of current total capacity). With a share of more than 50% of total capacity, Germany remains the largest and most important market for the combined entity.

The technical management of CHORUS’ projects will be transferred to Capital Stage. Furthermore, Capital Stage will contribute its long-standing experience in the field of renewable energy to further strengthen the asset management business for institutional investors.

Strengthened capital markets profile

Based on a combined market capitalisation of EUR 824 million (on the basis of the XETRA closing prices of May 27, 2016), the combined company will be one of the largest publicly traded solar and wind project operators in Europe. The position of the combined business in the SDAX will be further strengthened and enables access to new investor groups as well as attractive alternative financing for future growth.

Attractive offer for both shareholders groups

Based on the exchange offer, shareholders of CHORUS will receive five (5) Capital Stage shares in exchange for every three (3) CHORUS shares. The newly issued shares of Capital Stage will be entitled to dividends from January 1, 2016.

Based on the volume-weighted average price of Capital Stage over the last three months before the announcement of EUR 6.91 per share, the exchange ratio implies a valuation of CHORUS of EUR 11.52 per share. This represents a premium of 36% to the volume-weighted average price of the CHORUS share over the last three months prior the exchange offer announcement of EUR 8.47 per share.

The takeover offer will be made subject to several terms and conditions. These conditions to be discussed in the offer document will be the registration of the implementation of a capital increase in kind of Capital Stage to issue new shares for the exchange offer, a minimum acceptance threshold of 50% plus one (1) share as well as the approval from cartel authorities.

Today, Capital Stage will invite its shareholders to an extraordinary general shareholders’ meeting on July 8, 2016, to adopt a resolution for such capital increase. With the announcement of the invitation to the extraordinary general shareholders’ meeting of Capital Stage, the financial parameters of the transaction are fixed. Completion of the takeover is expected for the end of the third quarter of 2016.

“The planned combination creates one of the largest independent operators of solar and wind projects in the growing renewable energies market in Germany and Europe. With this outstanding positioning, we actively shape the consolidation of the industry and create the basis for future growth. The joint strength enables us to engage in larger acquisitions and facilitates the entry into new promising geographic markets”, commented Prof. Dr. Klaus-Dieter Maubach, CEO of the Capital Stage.

“The combined balance sheet strength and market capitalization enable new attractive opportunities of growth financing and access to new investor groups. The shareholders of both companies will benefit from an even more attractive joint company with improved growth prospects and a more liquid stock”, added Dr. Christoph Husmann, CFO of the Capital Stage.

The implementation of the offer is subject to the approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Following approval, the offer document will be published at http://www.capitalstage.com.

Macquarie Capital acts as financial advisor to Capital Stage. CMS Hasche Sigle acts as a legal advisor.

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 almost 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

About CHORUS

CHORUS Group was founded in 1998 and operates 76 solar and wind parks with a capacity of more than 335 megawatts in five European countries. With a broadly diversified portfolio, the company generates stable, predictable, and sustainable returns. For professional investors, CHORUS offers investment opportunities in renewable energy plants. CHORUS Clean Energy AG covers the entire investment cycle – from asset sourcing through financial and legal due diligence and monitoring up to divestiture.

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: till.giessmann@capitalstage.com

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2016-05-30 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.

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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:	info@capitalstage.com
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

End of News	DGAP News Service