COLEXON Energy AG / Mergers & Acquisitions/Offer 15.04.2009 Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- - Strategic milestone on the way to an Independent Power Producer - COLEXON submits share exchange offer of 27 : 5 to all Renewagy shareholders - Solid financing conditions by capital increase through contribution in kind against deposit of Renewagy shares - Executive and supervisory board of Renewagy support the offer Hamburg, April 15, 2009: COLEXON Energy AG, Hamburg (ISIN: DE0005250708), one of the leading manufacturer-independent system integrators in the photovoltaic sector, has decided to submit a voluntary takeover offer to the shareholders of Renewagy A/S (ISIN: DK0060111367), a Danish operator of solar power plants, for all outstanding shares traded at the NASDAQ OMX Copenhagen, Denmark, by way of an exchange offer according to Danish law. Under the terms of the proposed offer Renewagy shareholders would receive 5 newly issued shares of COLEXON for 27 Renewagy shares. The exchange ratio is based on the valuation by an independent auditor reflecting a business value of Renewagy A/S and COLEXON Energy AG in the ratio of 2.51 to 1. 'The combined entity will assume a leading position in the solar sector by completing the planned transaction. Combining our businesses will lead to lower volatility in our business strategy and add to our competitiveness', comments Thorsten Preugschas, CEO of COLEXON. 'Most notably we will be able to propel our growth delivering superior value to our shareholders, clients and employees. Our company will be very well positioned for future growth.' The shares of COLEXON Energy AG which will be offered to the shareholders of Renewagy A/S in return for the shares of Renewagy A/S transferred by them will be created by way of a capital increase against contribution in kind, namely shares in Renewagy A/S, to be resolved upon by the annual general meeting of COLEXON Energy AG. The newly issued shares, by which the share capital of COLEXON Energy AG shall be increased from EUR 5,115,000.00 by up to EUR 12,863,323.00 to a maximum of EUR 17,978,323.00, shall be admitted and listed in the Prime Standard segment of the Frankfurt Stock Exchange. The current schedule provides for an admission of the new shares and their inclusion into the existing listing immediately after registration of the capital increase of COLEXON Energy AG with the commercial register. COLEXON's takeover offer will be subject to certain conditions described in the forthcoming offer document. These conditions will include that the offer is accepted by shareholders of Renewagy for an aggregate of shares in Renewagy which represents a sharing in Renewagy's total outstanding share capital of more than two thirds. In addition, the offer will be conditional upon the exclusion of the right of existing COLEXON's shareholders to subscribe for the newly created shares and registration of the capital increase at the competent commercial registry. Furthermore, no dividend may be paid to the shareholders of Renewagy following the publication of the announcement. COLEXON has received irrevocable undertakings to accept the offer from certain shareholders of Renewagy, in respect of a total of 27,005,835 Renewagy shares representing approximately 38.88 per cent of the issued share capital of Renewagy. These undertakings will cease to be binding in the event of an offer of a third party for the entire issued ordinary share capital of Renewagy which, on the date of its announcement, exceeds the value of the consideration under the present offer by more than 10 per cent. The management board of COLEXON will explain the proposed exclusion of subscription rights in detail in the call for the annual general meeting of COLEXON, which is scheduled to be published on April 17, 2009. On November 27, 2008, COLEXON and Renewagy had announced their plans to combine their companies by way of a merger. The decision announced today is the result of a further review how the desired combination of the two companies can be achieved in the best possible way. The management of Renewagy has informed COLEXON that it will recommend to shareholders of Renewagy to accept the offer. 'We will advise our shareholders to accept the offer from COLEXON, since the combination provides considerable potential for enhancing growth- and cost-synergies.' says Tom Larsen, CEO of Renewagy. 'We have been working on many projects in close cooperation with COLEXON and build a successful business relationship. We are sure that the corporate cultures as well as the strategies of both companies match well. The negotiations were carried on with mutual trust of all parties involved.' An offer document in accordance with Danish law will be published presumably in calendar week 20. After its publication the offer document will be posted at the website of COLEXON. In addition, the offer document will be available for download on the newly established combined website for the combination of the companies (www.colexon-renewagy.com). About COLEXON Energy AG The international COLEXON group 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 is specialized in the realization of return optimized and large scale photovoltaic projects (from 100 kWp onwards). The target groups of COLEXON are institutional investors as well as agricultural, industrial and public building owners. COLEXON is listed in the Prime Standard at the German Stock Exchange in Frankfurt. About Renewagy A/S The Danish Renewagy A/S is one of the leading operators of solar power plants. The company is an Independent Power Producer ('IPP'), specialized in the identification and investment as well as in the operation of cost optimized solar power plants. At the end of 2008, Renewagy operated solar power plants with an accumulated installed rated module power of 43.7 MWp. In the calendar year 2008, six solar power plants were operated and five were in development in the Federal Republic of Germany. Renewagy is a long-standing business partner of the company and holds 19.43% of the share capital of COLEXON Energy AG. According to the voting rights announcement published on December 19, 2008, Renewagy has increased its voting rights in accordance with § 22 para.1 sent.1 no. 6 German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) by 6.70% to 26.13%. Renewagy A/S is listed on NASDAQ OMX Copenhagen and operates out of Virum, Denmark. Contact COLEXON Jan Hutterer COLEXON Energy AG Große Elbstraße 45 22767 Hamburg Germany Tel. +49 (0)40. 28 00 31-100 Fax: +49 (0)40. 28 00 31-101 E-mail: ir@colexon.de www.colexon.de COLEXON Energy AG ISIN: DE0005250708 WKN: 525070 Prime Standard, Regulated Market Frankfurt DGAP 15.04.2009 --------------------------------------------------------------------------- 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: k.friedrich@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 ---------------------------------------------------------------------------
DGAP-News: COLEXON Energy AG: Colexon intends Combination with Renewagy-Group
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