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Masdar and GEK TERNA Strike Landmark €3.2bn Deal. UAE Renewables Champion to Acquire Greece’s TERNA ENERGY – EQ

Masdar and GEK TERNA Strike Landmark €3.2bn Deal. UAE Renewables Champion to Acquire Greece’s TERNA ENERGY – EQ

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In Short : Masdar and GEK TERNA have finalized a landmark €3.2 billion deal for Masdar to acquire Greece’s TERNA ENERGY. This acquisition enhances Masdar’s renewable energy portfolio and expands its presence in the European energy market.

In Detail : Deal represents largest ever energy transaction on Athens Stock Exchange, and one of largest in EU renewables Industry

Masdar has signed a definitive agreement with GEK TERNA and other shareholders to acquire initially 67%1 of the outstanding shares of TERNA ENERGY at completion of the transaction at a price of 20.002 euros per share3

The acquisition price4 represents an equity valuation of 2.4 billion euros and an enterprise value (EV) of 3.2bn euros

Subject to closing of the transaction, Masdar will launch an all-cash mandatory tender offer to acquire all the remaining shares of TERNA ENERGY with the intention of reaching 100%

The deal will provide significant capital investment in Greece and other EU countries, unlocking renewable energy capacity and supporting the EU’s net zero by 2050 goals

TERNA ENERGY is expected to play an important role in growing Masdar’s portfolio across Europe as it targets 100 gigawatts (GW) global capacity by 2030 in support of the global energy transition

ABU DHABI, UAE & ATHENS, Greece : Abu Dhabi Future Energy Company PJSC – Masdar (“Masdar”), the UAE’s clean energy leader, announced today that it has reached a definitive agreement with GEK TERNA SA (GEKTERNA.AT) and other shareholders of TERNA ENERGY SA (TENERGY.AT), with the intention to acquire initially 67% of the company’s outstanding shares at completion of the transaction, subject to regulatory approvals and other conditions. After completion of the transaction, Masdar will launch an all-cash mandatory tender offer to acquire all the remaining outstanding shares of the company with the intention of reaching 100%.

The transaction and subsequent offer values TERNA ENERGY’s total equity at 2.4bn euros5 with an enterprise value of 3.2bn euros, making it the largest ever energy transaction on the Athens Stock Exchange, and one of the largest in the European renewables market.

The deal is expected to provide significant capital investment in Greece and other European countries, supporting TERNA ENERGY’s contribution to Greece’s National Energy and Climate Plan (NECP) and the EU’s net zero by 2050 target. The proposed acquisition demonstrates the scale and ambition of Masdar’s growth plans in the region, and further solidifies Masdar’s role as a trusted global energy transition partner to governments, investors, developers and communities across the globe.

Background and reasons for the transaction

Established in 1997, TERNA ENERGY is a leading European clean energy platform, with a track record of more than 25 years of delivering innovative and sustainable projects. The company specializes in financing, developing, constructing and operating renewable energy facilities, focused on wind, solar, hydroelectric and pumped storage projects.

The company has recently announced its growth plan targeting renewable energy operational capacity of 6GW by 2030. With a strong portfolio of projects in Greece and Europe, TERNA ENERGY is the largest investor in the renewables energy sector in Greece.

The proposed acquisition is expected to play an important role in growing Masdar’s portfolio in Europe as it targets 100GW global capacity by 2030. It also reflects Masdar’s confidence in TERNA ENERGY’s growth potential, as well as the strength of the Greek market and its renewables sector.

The transaction is aligned with GEK TERNA’s strategy of becoming the leading diversified infrastructure group in Greece and Southeast Europe and will accelerate the Group’s path to a new growth era.

Demonstrating continuity in leadership, TERNA ENERGY’s Executive Chairman, Georgios Peristeris, and Chief Executive Officer, Emmanuel Maragoudakis, will continue in their current roles following completion of the transaction and support Masdar in leading the company in its next phase of growth.

Masdar has retained Rothschild & Co. as sole financial advisor, and Simmons & Simmons, Bernitsas Law, Latham & Watkins as legal advisors, in connection with the transaction and financing.

GEK TERNA Group was supported by Reed Smith LLP and Potamitis Vekris, who were the international and Greek legal advisors for the transaction respectively, while Morgan Stanley has been acting as sole financial advisor to TERNA ENERGY.

Anand Gupta Editor - EQ Int'l Media Network