EQS-Adhoc

ENCAVIS AG: - Seite 2

Viessmann fully supports the terms and conditions as laid out in the Investment Agreement between BidCo and Encavis.

The Company’s Management Board and Supervisory Board intend to support the Offer in a joint Reasoned Statement to be published pursuant to section 27 of the German Securities Acquisition and Takeover Act (“WpÜG”), as they currently consider the transaction to be in the best interest of the Company, its shareholders, employees, and other stakeholders – subject to the review of the Offer Document still to be published by BidCo following approval by the German Federal Financial Supervisory Authority (“BaFin”) and subject to the fiduciary duties of the members of the Management Board as well as the Supervisory Board.

The Offer price represents a premium of 54 percent to the XETRA closing share price of Encavis on 5^th March 2024, the last undisturbed share price prior to the ad-hoc release of Encavis on 6^th March 2024 that the Company is in discussions with KKR, and 33 percent to the undisturbed three-month volume weighted average share price prior to 5^th March 2024.

The Offer will be subject to various Offer conditions, including the receipt of official approvals regarding foreign investment clearances, merger clearances and holder control proceedings, with closing expected in Q4 2024. It will also be subject to a minimum acceptance threshold of 54.285 percent at the expiry of the acceptance period.

 

About ENCAVIS:
The Encavis AG (Prime Standard; ISIN: DE0006095003; ticker symbol: ECV) is a producer of electricity from Renewable Energies listed on the MDAX of Deutsche Börse AG. As one of the leading independent power producers (IPP), ENCAVIS acquires and operates (onshore) wind farms and solar parks in twelve European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group’s total generation capacity currently adds up to around 3.6 gigawatts (GW), of which around 2.2 GW belong to the Encavis AG, which corresponds to a total saving of around 0.8 million tonnes of CO₂ per year stand-alone for the Encavis AG. In addition, the Group currently has around 1.2 GW of capacity under construction, of which more than 800 MW are own assets.