E.ON welcomes the Offer launched by Fortum for shares in Uniper

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.

[1] Total value comprises a cash consideration and the value of the assumed Uniper dividend for 2017. In addition to a cash consideration, Uniper shareholders will benefit from the assumed dividend for the financial year 2017. If the consummation of the Offer occurs prior to the next annual general meeting of Uniper, the cash consideration will be increased to €22 per Uniper share. If the consummation of the Offer occurs after the next annual general meeting of Uniper, Uniper shareholders will in addition to the cash consideration receive the Uniper dividend for the financial year 2017 from Uniper SE. If the Uniper dividend for the financial year 2017 is less than expected, Fortum will compensate those Uniper shareholders who have tendered their shares for the difference to the expected amount. Therefore, shareholders who tender will be able to lock in a total value of €22 per share.

This press release may contain forward-looking statements based on current assumptions and forecasts made by E.ON Group Management and other information currently available to E.ON. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. E.ON SE does not intend, and does not assume any liability whatsoever, to update these forward-looking statements or to conform them to future events or developments.