Photon Management GmbH
START OF ACCEPTANCE PERIOD FOR VOLUNTARY PUBLIC TAKEOVER OFFER BY MORGAN STANLEY INFRASTRUCTURE PARTNERS FOR SHARES OF PNE AG
DGAP-News: Photon Management GmbH
/ Key word(s): Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION START OF ACCEPTANCE PERIOD FOR VOLUNTARY PUBLIC TAKEOVER OFFER BY MORGAN STANLEY INFRASTRUCTURE PARTNERS FOR SHARES OF PNE AG
Frankfurt/Cuxhaven, 31 October 2019 – Photon Management GmbH (the “Bidder” or the “Investor”), an affiliate of funds managed and advised by Morgan Stanley Infrastructure Inc. and part of Morgan Stanley’s global private infrastructure investment platform, Morgan Stanley Infrastructure Partners (“MSIP”), today published the offer document for the voluntary public cash takeover offer (the “Offer”) to all shareholders of PNE AG (“PNE” or the “Company”) (ISIN DE000A0JBPG2) for the acquisition of all PNE shares not already directly held by the Investor. As of today, PNE shareholders can accept the Offer by tendering their shares at a highly attractive offer price of EUR4.00 in cash per PNE share. PNE shareholders who want to accept the Offer should contact their respective custodian bank or any other securities services company where their PNE shares are being held. The acceptance period will end at midnight (CET) on 28 November 2019 (subject to any extension in accordance with applicable law). The offer price represents a highly attractive premium of 31% to the closing price of PNE shares on 26 August 2019 (EUR3.05), the last closing price before PNE confirmed talks with MSIP about a potential takeover in an ad-hoc release. It also represents a premium of 42% to the three-month volume-weighted average share price until and including 26 August 2019 (EUR2.82) and a premium of 50% to the volume-weighted average share price over the last 12 months until and including 26 August 2019 (EUR2.66). Through sale and purchase agreements and on exchange purchases, the Investor has already secured 14.9% of PNE’s total share capital, including the stake of the largest shareholder in the Company. The settlement of the Offer will be subject to certain conditions, including a minimum acceptance threshold of 50% plus one share (as further specified in the offer document). The financing of the transaction is secured and does not require entering into a domination and profit transfer agreement or any other legal integration measure. The Management and Supervisory Board of PNE AG have declared their support for the Offer. Both believe the transaction to be in the best interest of the Company, its shareholders, employees and other stakeholders. Subject to a careful review of the offer document and their fiduciary duties, the governing bodies intend to recommend PNE shareholders to accept the Offer. The Management Board has also committed (subject to fiduciary duties) to initiate a delisting of the Company together with the Investor upon the acquisition of more than 50% of the voting rights and the successful completion of the Offer. Christoph Oppenauer, Executive Director at MSIP based in Frankfurt, said: “Our offer reflects our belief in the long-term potential of PNE’s future strategic growth. We are pleased that we have already secured a significant stake in the Company. With our investment, we intend to accelerate PNE’s growth as a sustainable and competitive renewable energy platform, supporting progress towards achieving the renewable energy targets of governments in PNE’s core markets.” Furthermore, the Offer is subject to customary closing conditions as further specified in the offer document, including antitrust and German foreign investment control approvals. Following receipt of clearance by the German Federal Cartel Office, antitrust clearance is only outstanding in Austria. The publication of the offer document has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The offer document is available in German and in the form of an English convenience translation at www.photon-offer.com. Copies of the German offer document and English convenience translations can be obtained free of charge through the settlement agent for the Offer, BNP Paribas Securities Services S.C.A., Frankfurt Branch, Europa-Allee 12, 60327 Frankfurt am Main, Germany (inquiries by facsimile at +49 69 1520 5277 or by email at frankfurt.gct.operations@bnpparibas.com).
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Established in 2006, Morgan Stanley Infrastructure Partners (“MSIP”) is a leading global infrastructure investment platform which has invested c. $8 billion of capital commitments in 26 portfolio companies. It employs an established, disciplined process to invest and manage a diverse portfolio of infrastructure assets predominantly in OECD countries. As an infrastructure investor, MSIP seeks assets with long useful lives that perform essential services to society while generating stable, predictable cash flows that are linked to inflation. MSIP’s focus sectors include Power Generation and Utilities, Natural Gas, Transportation, and Digital Infrastructure. The team possesses considerable infrastructure investing and asset management experience. It is one of the largest in the industry and has offices across the globe. Important Notice This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of PNE AG (the “Company”). The final terms and further provisions regarding the planned public takeover offer are disclosed in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) for publication. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information. The Offer is made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Offer outside of the Federal Republic of Germany have been or will be filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. The Photon Management GmbH (the “Bidder”) reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction. To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting jointly with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting jointly with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting jointly with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting jointly with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.
31.10.2019 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |