innogy agrees with E.ON and RWE on fair integration processes and supports the planned transaction

07/18/18 Joint Press Release

  • Companies intend for employees to be treated fairly and as equally as possible in planned integrations
  • innogy to support swift implementation of the planned transaction
  • Organization and processes defined for respective integration planning
  • Principles and selection process agreed on for fair filling of top leadership positions
  • Further collective-bargaining discussions are being prepared to socially flank the planned integrations
  • Additional acceptance period for public takeover offer to innogy shareholders runs through July 25, 2018

innogy today concluded two legally binding agreements – one with E.ON, another with RWE – on the planned integration of innogy into E.ON and the planned integration of innogy’s renewables business into RWE.

The agreements call for the planned transaction to be implemented in a transparent process in which all employees will be treated fairly and as equally as possible, regardless of which company they currently work for. In addition, the integrations shall take into account the strengths of the respective companies. Essen will remain the registered office and headquarters of the new E.ON as well.

innogy will play a positive role in supporting the swift implementation of the planned transaction between RWE and E.ON, also with respect to the capital market.

The companies involved agree that working together early to plan integration measures is in the interest of their customers, employees, and shareholders. Consequently, the planning of the integrations of innogy’s businesses into E.ON and RWE will be conducted by means of joint collaborative processes.

Uwe Tigges, innogy’s CEO, said: “The agreements with E.ON and RWE lay the groundwork for a fair integration processes on equal terms and thus for constructive collaboration in the future. Considering the fact that innogy is being taken over, we negotiated the best possible deal for our employees. The agreement is also in the interest of our customers, shareholders, and other stakeholders.”

Johannes Teyssen, E.ON’s CEO, said: “We are very pleased that we were able to agree with innogy’s management on the best possible way to prepare for the integration of innogy. Our agreement with innogy ensures innogy’s support in obtaining timely regulatory approvals and a swift integration after the transaction closes. It’s a very important step towards creating a leading European energy company whose portfolio combining intelligent energy networks and highly innovative customer solutions will enable it to shape the energy future. On the basis of this agreement, we want to create a highly motivated and dedicated team for the new E.ON.”

Rolf Martin Schmitz, CEO of RWE, said: “With this transaction RWE becomes a broadly diversified power producer whose conventional generation business will be optimally complemented by a large renewables portfolio, linking the two with its existing trading platform. Dedicated and motivated employees are the key to RWE’s current and future success. Today’s agreement establishes a superb foundation for integrating innogy’s and E.ON’s renewables businesses swiftly, transparently, and collaboratively. We will treat all employees equally and fairly, regardless of whether they currently belong to RWE, innogy, or E.ON. Together, we will determine whether the transfer of the renewables business to RWE can be accelerated.“

Safeguarding the interests of employees and executives

The entire planned integrations shall be carried out in a socially responsible manner, in keeping with the tradition of the companies involved. For this reason, in May innogy, E.ON, and RWE, in consultation with their Group Works Councils, reached an Agreement in Principle on Collective Bargaining for Germany with the unions ver.di and IGBCE. Under this agreement, compulsory redundancies for operational reasons are virtually ruled out in this transaction. On this basis, all parties are preparing for further discussions to socially flank the integrations at E.ON and RWE.

In addition, E.ON and innogy have agreed on a fair and transparent selection process for filling top leadership positions in order to ensure an optimal leadership team regardless of which company its members are from. This process will also apply to the filling of leadership positions in the renewables business at RWE. The new E.ON’s future leadership team will be announced in 2019 at the earliest.

Respective joint Integration planning

E.ON and innogy will have mirrored project organizations to plan the integration, which will make it possible for the two companies to coordinate while remaining within the confines of strict legal requirements. They will work together on equal terms to plan and design optimal solutions for the future company, although E.ON will have the right to make the final decision. The practice of co-determination will take place in proven forms.

RWE will establish an integration committee for the renewables business that will include representatives of innogy and E.ON. The agreement calls for an orderly process that will involve co-determination bodies and be led by RWE. Its purpose will be to work together to design solutions for the planned integration that are viable for all the companies involved and that promote the successful advancement of the business units affected by the transaction.

innogy to support regulatory processes and to work with E.ON to develop measures to maintain its portfolio

The integration of innogy into E.ON and the transfer of innogy and E.ON’s renewables businesses can take place only when E.ON’s acquisition of innogy closes.

innogy will do its best to support both companies in obtaining antitrust and other regulatory approvals.

In addition, E.ON, innogy, and RWE will study where changes result from the change in ownership and develop solutions to preserve innogy’s value. The purpose is to secure the future joint portfolio’s intrinsic value and to avoid uncertainty, in particular for enterprise partners, customers, and employees.

If, prior to the closing of the transaction, issues arise regarding the disposal of key assets of innogy, it is in the interest of the companies involved to explore alternatives that maintain the portfolio’s intrinsic value.

Furthermore, RWE stated that the Agreement in Principle contains provisions under which suitable funding measures could be made available to innogy prior to the closing of the transaction. The purpose of such measures would be to maintain or expand the renewables business that will be transferred to RWE.

Further process

E.ON made innogy shareholders a voluntary public takeover offer against payment in cash. The additional acceptance period runs through July 25, 2018. innogy shareholders only have the opportunity until the end of the additional acceptance period to tender their shares under the takeover offer. The transaction remains subject to the approval of the relevant regulatory authorities. innogy will remain an independent company until the closing of the transaction.

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in innogy SE (“innogy Shares”). The terms and further provisions regarding the takeover offer by E.ON Verwaltungs SE to the shareholders of innogy SE (the “Takeover Offer”) are set forth in the offer document whose publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on 26 April 2018. Investors and innogy Shareholders are strongly recommended to read the offer document and all announcements and documents published in connection with the Takeover Offer, since they contain important information.

This announcement may contain statements that are or may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which the publishing companies operate and the outcome or impact on the publishing companies may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, the companies do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Additional important notice from E.ON:

To the extent permissible under applicable law or regulation, and in accordance with German market practice, E.ON Verwaltungs SE or brokers acting on its behalf may from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, innogy Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, innogy Shares, other than pursuant to the Takeover Offer, before, during or after the period in which the offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Germany or other relevant jurisdictions or by the provisions of the offer document.