Nordex SE / Key word(s): Mergers & Acquisitions 04.10.2015 23:22 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc disclosure pursuant to sec. 15 of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) Nordex SE: Conclusion of a Business Combination Agreement on the acquisition of Acciona Windpower Hamburg, 4 October 2015, 10:34 p.m. (CET): The Management Board of Nordex SE, domiciled in Rostock, whose shares are admitted to trading in the regulated market (Prime Standard) of the Frankfurt Stock Exchange (ISIN: DE000A0D6554; WKN: A0D655), today, with the approval of the Supervisory Board, decided to acquire Corporación Acciona Windpower S.L. (Acciona Windpower) from Acciona S. A., Spain (Acciona), and for this purpose to conclude a Business Combination Agreement with Acciona. The transaction agreed in the Business Combination Agreement states that Acciona will contribute the wind energy business operated by Acciona directly or indirectly via its wholly owned subsidiary Acciona Windpower through a (mixed) contribution in-kind (gemischte Sacheinlage) to Nordex SE. As consideration Nordex SE by means of an increase of its share capital from the authorized capital while excluding the subscription rights will issue to Acciona 16,100,000 new Nordex shares with the same rights as all other shares of Nordex SE at an issue price of EUR 26.00 per Nordex share. In addition, Acciona is to receive a one-off cash payment of EUR 366.4 million (to be adjusted according to a cash and debt free basis). The total consideration amounts to approximately EUR 785 million. The execution of the Business Combination Agreement, including implementation of the capital increase, is according to the provisions of the Business Combination Agreement, subject to the standard market conditions (especially merger clearance by the competition authorities) and is expected to be completed by the first quarter 2016 at the latest. Following the execution of the transaction agreed in the Business Combination Agreement Acciona will hold 16.6 % of the shares in Nordex SE. Furthermore, the main shareholders SKion GmbH and momentum-capital Vermögensverwaltungsgesellschaft mbH have informed Nordex SE that they intend to enter into a contract on the sale of a part of the Nordex shares held (in)directly by them to Acciona immediately after complete execution of the Business Combination Agreement. Following completion of this sale Acciona would probably own a total of approx. 29.9 % of the shares in Nordex SE. The Business Combination Agreement with Acciona stipulates that two-thirds of the members of the Supervisory Board will be independent of Acciona in any case for a period of at least five years. Furthermore, for a period of three years Acciona undertakes, as a general rule, not to purchase direct or indirect voting rights in Nordex SE and thereby to increase its stake in Nordex SE to 30% or more. Nordex SE will remain a listed company according to German law with its Head Office remaining domiciled in Hamburg. Contact: Contact persons: Ralf Peters Oliver Kayser Division: Public Relations / Investor Relations Investor Relations Tel.: +49 40 30030-1522 +49 40 30030-1024 Fax: +49 40 30030-1101 +49 40 30030-1101 E-Mail: rpeters(at)nordex-online.com okayser(at)nordex-online.com 04.10.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Nordex SE Erich-Schlesinger-StraÃe 50 18059 Rostock Germany Phone: +49 381 6663 3300 Fax: +49 381 6663 3339 E-mail: info@nordex-online.com Internet: www.nordex-online.com ISIN: DE000A0D6554 WKN: A0D655 Indices: TecDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: Nordex SE: Conclusion of a Business Combination Agreement on the acquisition of Acciona Windpower
| Source: EQS Group AG