Today, E.ON has informed the innogy Management Board about its intention to fully integrate the company into the E.ON group, immediately after the European Commission approves the acquisition of the innogy shares held by RWE and by other shareholders during the course of the voluntary takeover offer. This shall be implemented by way of a merger of innogy SE into E.ON Verwaltungs SE, excluding the remaining minority shareholders of innogy SE in exchange for payment of an adequate cash compensation according to sec. 62 para 5 of the German Transformation Act (Umwandlungsgesetz) (so-called “merger squeeze-out”).
“This procedure, known as a merger squeeze-out, provided for in company law applicable from a shareholding of 90 percent, allows us to implement the integration plans, which have been developed together with innogy during the last months, as swiftly as possible. We will therefore soon be able to offer all customers improved services and products from a single source. Customers and investors will benefit from the economic advantages of the integration. Furthermore, our employees can look toward the future and ensure growth in joint teams,” said E.ON’s CEO Johannes Teyssen.
By way of consummation of the share purchase and transaction agreement, E.ON will first obtain nearly 76.8 percent of all shares in innogy SE from RWE. Upon completion of the voluntary public takeover offer, E.ON will receive another just over 9.4 percent of the shares in innogy SE. Together with the nearly 3.8 percent of shares in innogy SE acquired via the stock market in the meantime, E.ON will hold, through its subsidiary E.ON Verwaltungs SE, a total of 90 percent of all shares in innogy SE and will thus fulfill the necessary requirements for a merger squeeze-out under the German Transformation Act.
In order to execute the squeeze-out under German Transformation Act, E.ON Verwaltungs SE intends to initiate negotiations with innogy SE regarding the conclusion of a merger agreement (Verschmelzungsvertrag).
Such an agreement shall provide for the exclusion of innogy SE’s remaining minority shareholders in return for the payment of a fair cash compensation pursuant to section 62, paragraph 5, sentence 1 of the German Transformation Act in conjunction with sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz). The precise amount of the cash compensation is being determined by an audit company. The adequacy of the cash compensation will subsequently be reviewed by a court-appointed auditor.
Following the consummation of the share purchase and transaction agreement, as well as the voluntary public takeover offer, and after finalization of the review of the adequacy of the cash compensation, an extraordinary general meeting of innogy SE shall be convened to adopt a resolution approving the transfer of shares in innogy SE in return for the stipulated compensation. Furthermore, E.ON Verwaltungs SE reserves the right to alternatively exclude innogy SE’s minority shareholders by means of a squeeze-out pursuant to sections 327a et seq. of the German Stock Corporation Act. (aktienrechtlicher Squeeze-out).
The consummation of the share purchase and transaction agreement and the voluntary public takeover offer are subject to the receipt of the necessary regulatory approvals and clearances. After approvals from Germany and the United Kingdom in relation to the individual steps and measures of the package agreed with RWE, now only the merger control clearance of the European Commission is outstanding. E.ON is confident it will receive that clearance within this month.