7C Solarparken AG

M&A Activity • Nov 27, 2008

News Details

Ad-hoc | 27 November 2008 14:58

COLEXON Energy AG: COLEXON ENERGY AG ANNOUNCES PLANS TO MERGE WITH RENEWAGY A/S

COLEXON Energy AG / Merger/Strategic Company Decision

Release of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

---

• Merger planned with Danish Renewagy A/S
• Strategic extension of the value chain to counter market consolidation

Hamburg, November 27, 2008 – The management teams of COLEXON Energy AG,
based in Hamburg, and of Renewagy A/S, with headquarters in Denmark, today
announced their plans to merge the two companies. The merger is expected to
become effective as of January 1, 2009 and is subject to the approval of
the shareholders’ annual meetings in 2009. In the course of the transaction
the Danish operator of solar power plants and wind farms Renewagy A/S will
be merged onto COLEXON Energy AG, which concurrently will assume the
European legal entity of a SE (Societas Europea) and change its company
name into 'COLEXON SE'. Its shares will be traded in the regulated market
(Prime Standard segment).

The Management Board of COLEXON Energy AG will propose at its shareholders’
meeting in Mai 2009 an increase of the share capital against a contribution
in kind with the applicable regulations. On basis of the current share
prices the merger will create a new entity with a market capitalization of
more than 90 million Euros. The exchange ratio is expected to be at a level
corresponding to Renewagy A/S having a valuation factor 2,5 to 3 times
higher than Colexon Energy AG. Additional information about the merger will
be disclosed in a timely manner.

With the successful closing of the transaction the two companies expect to
strongly profit from resulting synergies through the extension of the value
chain within the solar industry. The new company will then offer leading
expertise for the planning, realization and operation of turnkey solar
power plants in Europe, USA and Asia. The numerous solar power plants run
by Renewagy in Germany and abroad sum up to a total operating production
capacity of more than 50 MWp and offer steady and predictable cash flows
for the new entity.

---

Information and Explaination of the Issuer to this News:

With this merger COLEXON Energy AG and Renewagy A/S take an active role in
the expected consolidation of the European solar market, which is currently
experiencing a decisive period of change. COLEXON and Renewagy take the
lead in this process and thus reach an excellent position for accelerated
growth in the future. The combination of the two companies to COLEXON SE
will create a stronger player, able to effectively address the growing
competition, to defend itself from unfriendly takeovers and to exploit the
existing synergy potential of the two companies.

The business models of COLEXON and Renewagy perfectly match. While COLEXON
is a leading company in the planning and development of solar plants,
Renewagy mainly focuses on the operation of such solar parks. The merger of
the two companies enables the new entity to cover more segments of the
value chain and therefore become more independent of developments in
certain market segments. The combination of COLEXON’s strong partners on
the supply side (e.g. First Solar) with Renewagy’s well established
distribution network, provide strong additional arguments for the merger.

Both managements strongly believe that merging the businesses is in the
best interest of both companies and its respective shareholders. The
combination will create an even stronger player in the photovoltaic market
able to effectively address the challenges of the present market situation
and to ensure a continuant and stable business development. The increase of
the entities size will also provide the management with a higher
negotiating power resulting in better terms with financial institutions and
suppliers. We strongly believe that this strategic step will help us to
offer our shareholders sustainable profitability even in times of an
uncertain market development.

The management of COLEXON SE shall have a two-tier management system
consisting of two management executives as CEO and CFO as well as six
supervisory board members with proven experience in the photovoltaic
industry. Furthermore, the supervisory board members will have profound
experience in financing accounting and legal matters.

About COLEXON Energy AG
COLEXON Energy AG is one of the leading manufacturer-independent system
integrators in the photovoltaic sector. The company designs and installs
turnkey photovoltaic plants for institutional and private investors in
Germany and abroad. COLEXON, located in Hamburg, operates internationally
and is listed on the Prime Standard at the German Stock Exchange in
Frankfurt.

About Renewagy A/S
The Danisch Renewagy A/S is one of the leading operators of solar power
plants and wind farms. The company is a long term business partner of
COLEXON and currently owns 19.43 % of the shares of the company. Renewagy
is listed on NASDAQ OMX Copenhagen A/S and operates out of Virum,
Denmark.

Ansprechpartner:

Thorsten Preugschas
CEO, COLEXON Energy AG
+49 (0)40 28 00 31 – 0

Tom Larsen
CFO, Renewagy A/S
+45 (0)43 33 13 51
27.11.2008 Financial News transmitted by DGAP

---

Language: English
Issuer: COLEXON Energy AG
Große Elbstraße 45
22767 Hamburg
Deutschland
Phone: +49(0)40 280031-0
Fax: +49(0)40 280031-101
E-mail: hutterer@colexon.de
Internet: www.colexon.de
ISIN: DE0005250708
WKN: 525070
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Stuttgart, München, Düsseldorf

End of News DGAP News-Service

---