DGAP-Adhoc

Nordex SE: Conclusion of a Business Combination Agreement on the acquisition of Acciona Windpower

Nordex SE / Key word(s): Mergers & Acquisitions

04.10.2015 23:22

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.

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Ad hoc disclosure pursuant to sec. 15 of the German Securities Trading Act
(Wertpapierhandelsgesetz, WpHG)

Nordex SE: Conclusion of a Business Combination Agreement on the
acquisition of Acciona Windpower

Hamburg, 4 October 2015, 10:34 p.m. (CET): The Management Board of Nordex
SE, domiciled in Rostock, whose shares are admitted to trading in the
regulated market (Prime Standard) of the Frankfurt Stock Exchange (ISIN:
DE000A0D6554; WKN: A0D655), today, with the approval of the Supervisory
Board, decided to acquire Corporación Acciona Windpower S.L. (Acciona
Windpower) from Acciona S. A., Spain (Acciona), and for this purpose to
conclude a Business Combination Agreement with Acciona.

The transaction agreed in the Business Combination Agreement states that
Acciona will contribute the wind energy business operated by Acciona
directly or indirectly via its wholly owned subsidiary Acciona Windpower
through a (mixed) contribution in-kind (gemischte Sacheinlage) to Nordex
SE. As consideration Nordex SE by means of an increase of its share capital
from the authorized capital while excluding the subscription rights will
issue to Acciona 16,100,000 new Nordex shares with the same rights as all
other shares of Nordex SE at an issue price of EUR 26.00 per Nordex share.
In addition, Acciona is to receive a one-off cash payment of EUR 366.4
million (to be adjusted according to a cash and debt free basis). The total
consideration amounts to approximately EUR 785 million. The execution of
the Business Combination Agreement, including implementation of the capital
increase, is according to the provisions of the Business Combination
Agreement, subject to the standard market conditions (especially merger
clearance by the competition authorities) and is expected to be completed
by the first quarter 2016 at the latest.

Following the execution of the transaction agreed in the Business
Combination Agreement Acciona will hold 16.6 % of the shares in Nordex SE.
Furthermore, the main shareholders SKion GmbH and momentum-capital
Vermögensverwaltungsgesellschaft mbH have informed Nordex SE that they
intend to enter into a contract on the sale of a part of the Nordex shares
held (in)directly by them to Acciona immediately after complete execution
of the Business Combination Agreement. Following completion of this sale
Acciona would probably own a total of approx. 29.9 % of the shares in
Nordex SE. The Business Combination Agreement with Acciona stipulates that
two-thirds of the members of the Supervisory Board will be independent of
Acciona in any case for a period of at least five years. Furthermore, for a
period of three years Acciona undertakes, as a general rule, not to
purchase direct or indirect voting rights in Nordex SE and thereby to
increase its stake in Nordex SE to 30% or more. Nordex SE will remain a
listed company according to German law with its Head Office remaining
domiciled in Hamburg.

Contact:

Contact persons: Ralf Peters Oliver Kayser

Division: Public Relations / Investor Relations Investor Relations

Tel.: [phone] [phone]

Fax: [phone] [phone]

E-Mail: rpeters(at)nordex-online.com okayser(at)nordex-online.com


04.10.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: Nordex SE
Erich-Schlesinger-Straße 50
18059 Rostock
Germany
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
Internet: www.nordex-online.com
ISIN: DE000A0D6554
WKN: A0D655
Indices: TecDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart

End of Announcement DGAP News-Service

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