Overview of the Takeover Offer Results
The voluntary takeover offer initiated by Eesti Energia AS for Enefit Green AS has recently unveiled significant outcomes. On 14 May 2025, the Offeror shared the details regarding the offer aimed at acquiring shares of Enefit Green not already owned by them.
Details of the Offer
Eesti Energia AS, also known as the Offeror, made an official announcement for a voluntary takeover. This offer was extended to all shareholders of Enefit Green AS, seeking to buy out shares not held by the Offeror. The offer was initiated with a comprehensive Offer Notice and was accompanied by a detailed Prospectus.
Regulatory Approval and Timeline
The Estonian Financial Supervision and Resolution Authority approved the takeover offer on the same day it was announced. The public could begin participating in the offer starting on 8 April 2025, concluding the offer period on 12 May 2025.
Proposed Purchase Price
The Offeror proposed a purchase price set at EUR 3.40 for each share. This price was designed to encourage participation from current shareholders of Enefit Green.
Participation and Acceptance
A total of 52,940,905 shares were sold to the Offeror by willing shareholders, representing roughly 20% of the total shares in circulation. As stated in the Prospectus, all contracts will be finalized with the participating shareholders, ensuring a smooth transaction process.
Value Date and Payment Procedure
The payment for the shares will be executed on 16 May 2025, known as the Value Date. Shareholders who participated in the offer will receive compensation corresponding to the amount of shares sold. This ensures that all financial transactions align with the processes outlined in the Offer Documents.
Post-Offer Ownership and Next Steps
Prior to the offer, the Offeror already held a significant portion of the shares, totaling an impressive 203,931,405 shares, equating to 77.17% of Enefit Green's overall shares. Post-offer, they acquire an additional 52,940,905 shares, culminating in a market share of 97.2%.
Future Plans for Minority Shareholders
Following these developments, the Offeror has intentions to proceed with the acquisition of remaining shares from minority shareholders. A takeover report will be prepared, detailing the conditions surrounding the transfer of shares and compensation calculations.
Shareholders Meeting and Transparency
Plans are in place to convene a shareholders' meeting to discuss the takeover and potential delisting from Nasdaq Tallinn Stock Exchange. All shareholders will be granted access to essential documents, including annual reports, the takeover report, and any auditor's assessments at least one month prior to the meeting.
Frequently Asked Questions
What was the purpose of the voluntary takeover offer?
The purpose was to acquire remaining shares of Enefit Green AS not owned by Eesti Energia AS, enhancing their stake in the company.
What was the purchase price per share?
Eesti Energia AS offered EUR 3.40 for each share of Enefit Green AS.
How many shares were successfully acquired?
A total of 52,940,905 shares were acquired, which accounts for about 20% of the total shares.
What percentage of shares will the Offeror hold after the transaction?
Post-transaction, Eesti Energia AS will hold approximately 97.2% of Enefit Green's shares.
What are the next steps for minority shareholders?
The Offeror will prepare a takeover report and convene a meeting for shareholders to discuss the next steps, including compensation and delisting options.
