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.
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- 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
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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
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DGAP-News: COLEXON Energy AG: Colexon intends Combination with Renewagy-Group
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