DGAP-Adhoc: COLEXON Energy AG: COLEXON Energy AG decides to submit a voluntary public takeover offer to shareholders of Renewagy A/S, Denmark

COLEXON Energy AG / Mergers & Acquisitions/Offer

15.04.2009 

Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Hamburg, April 15, 2009: COLEXON Energy AG, Hamburg (ISIN: DE0005250708),
has decided to submit a voluntary takeover offer to the shareholders of
Renewagy A/S (ISIN: DK0060111367) 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 Energy AG 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 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 Energy AG'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
Energy AG 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 A/S
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 % 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 %.

The management board of COLEXON Energy AG will explain the proposed
exclusion of subscription rights in detail in the call for the annual
general meeting of COLEXON Energy AG, which is scheduled to be published on
April 17, 2009.

On November 27, 2008, COLEXON Energy AG and Renewagy A/S 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 A/S has informed COLEXON Energy AG that it will
recommend to shareholders of Renewagy A/S to accept the offer.

An offer document in accordance with Danish law will be published
presumably in calendar week 20 and can be reviewed on COLEXON Energy AG's
website. 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).

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Information and Explaination of the Issuer to this News:

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
Energy AG is listed in the Prime Standard segment of the Frankfurt Stock
Exchange.

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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