09/26/2017

Fortum has announced its intention in accordance with §10 of the German Securities Acquisition and Takeover Act to launch a voluntary Public Takeover Offer (the ‘Offer’), comprising a cash offer to all Uniper shareholders with a total value of €22 per share.

Furthermore, Fortum Corporation and E.ON SE today signed an agreement under which E.ON has the right to decide to tender its Uniper stake into the Offer in early 2018 at the same total value per share offered to all shareholders. Should E.ON exercise its right to tender, the total value received by E.ON for its Uniper stake would be expected to be €3.76 billion. The agreement further provides that, if E.ON does not tender its Uniper stake, Fortum will have the right to sell to E.ON any Uniper shares acquired in connection with the Offer and in addition receive a compensation payment from E.ON.

The acceptance period for the Offer will commence following permission by BaFin (Federal Financial Supervisory Authority) and is expected to last for ten weeks. There will be no minimum acceptance condition to the Offer launched by Fortum. The Offer is subject to customary closing conditions. E.ON expects the potential transaction to close mid-2018.

"We welcome Fortum’s Offer as an opportunity for Uniper shareholders to sell at a valuation level that reflects Uniper’s strong performance since its spin-off.” said E.ON CEO Johannes Teyssen.

Public Takeover Offer

Pursuant to the Offer, Uniper shareholders including E.ON, subject to its decision to tender its shares, will receive a total value of €22 per share^[1].

Commitments by Fortum

Fortum has declared its commitment to protect the interests of Uniper’s employees and other stakeholders. Furthemore, Fortum has expressed its willingness to discuss with the Uniper management how to formalise its commitments and the cornerstones of a future cooperation between the two companies.

“We consider Fortum as a responsible and reliable strategic partner to Uniper, with excellent complementary businesses and capabilities. The transaction would allow us to meet our declared intention of fully divesting our stake in Uniper in 2018,” said Teyssen.

Uniper is a leading international energy company, which provides reliable supply of energy and related services. Uniper was spun off from E.ON in 2016 when 53.35 percent of its shares were transferred to the then E.ON shareholders.

Fortum is a leading energy company headquartered in Finland that provides its customers with electricity, heating and cooling as well as smart solutions to improve resource efficiency in the Nordic and Baltic countries, Russia, Poland and India.