Corporate | 14 May 2009 09:41
COLEXON Energy AG / Offer
Release of a Corporate News, transmitted by DGAP - a company of EquityStory
AG.
The issuer / publisher is solely responsible for the content of this announcement.
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- Acceptance period of the offer runs from May 14, 2009 to June 17, 2009
- 66.46 % of Renewagy's shareholders have signed irrevocable undertakings
to accept COLEXON's takeover offer
Hamburg, May 14, 2009: COLEXON Energy AG, Hamburg (ISIN: DE0005250708), one
of the leading manufacturer-independent system integrators in the
photovoltaic sector, yesterday submitted the recommended, voluntary
conditional offer document for the takeover of Renewagy, a Danish
Independent Power Producer ('IPP'), specialized in the identification and
investment as well as in the operation of cost optimized solar power
plants. On April 15, 2009, COLEXON announced its intention to submit a
recommended, voluntary takeover offer to the shareholders of Renewagy for
all outstanding shares in Renewagy in accordance with Danish Law. Both the
Management Board as well as the Supervisory Board of Renewagy supports the
planned transaction.
On May 13, 2009, the offer document and the bid announcement were approved
by the Danish Financial Supervisory Authority.
The takeover offer is submitted to the shareholders of Renewagy for all
outstanding shares in Renewagy (ISIN DK 0060111367). According to the
takeover offer, Renewagy shareholders will be able to exchange their shares
from May 14, 2009 until June 17, 2009, 8.00 p.m. Danish time, which is the
expected end of the offer period. Pursuant to the takeover offer, COLEXON
offers to exchange 27 shares with a nominal value of DKK 1.00 per share in
Renewagy into 5 newly issued shares in COLEXON, i.e. the exchange ratio is
27:5. The exchange ratio is based on a valuation by an independent auditor
reflecting a business value of Renewagy of approximately EUR 152 million
and a business value of COLEXON of EUR 60 million.
If a shareholder owns a number of Renewagy shares which is not divisible by
27, such shareholder may opt to buy or sell Renewagy shares, cf. the offer
document, offer announcement and acceptance form.
If a Renewagy shareholder decides to accept the takeover offer, it is
necessary that the shareholder returns a signed acceptance form to their
own bank or stockbroker before the expiry of the offer period.
COLEXON's voluntary takeover offer will be, amongst other things, subject
to the condition of a minimum acceptance rate of more than 2/3 of
Renewagy's total share capital at the end of the offer period. Because of
the great interest in the takeover, COLEXON has already today received
irrevocable undertakings by Renewagy shareholders representing 66.46 % of
the total share capital in Renewagy.
Shareholders, who refrain from accepting the takeover offer, remain
shareholders of Renewagy and will continue to trade their shares at the
stock exchange. Depending on the acceptance rate, however, liquidity and
tradeability of the Renewagy share may be affected. Considerable price
fluctuations also cannot be ruled out. Moreover, at the general meeting of
Renewagy on 30 April 2009, it was unanimously decided to authorise the
Supervisory Board to delist from NASDAQ OMX Copenhagen if the takeover was
completed.
The shares of Renewagy, for which the takeover offer is accepted, will be
transferred into COLEXON as contribution in kind in the context of a
capital increase that will be resolved upon by the annual general meeting
of COLEXON on May 26, 2009. The newly issued shares shall be admitted and
listed in the Prime Standard segment of the Frankfurt Stock Exchange. The
current schedule provides for an admission of the new shares and their
inclusion into the existing listing immediately after registration of the
capital increase of COLEXON with the commercial register.
The takeover offer is subject to approval by COLEXON shareholders to
increase the share capital and waive their statutory subscription rights at
COLEXON's annual general meeting. All further conditions are listed in the
offer document.
The offer document and the bid announcement have been approved by the
Danish Financial Supervisory Authority and is published via NASDAQ OMX
Copenhagen, Denmark and also published on the website of COLEXON
(www.colexon.com) and on the shared website of both companies
(www.colexon-renewagy.com). Unofficial English translations of both the
offer document and the bid announcement are also available on the shared
website of both companies. COLEXON will disclose the result of the offer no
later than three days after the expiry of the offer period via NASDAQ OMX
Copenhagen.
About COLEXON Energy AG
The international COLEXON group is one of the leading
manufacturer-independent system integrators in the photovoltaic sector. The
company designs and installs turnkey photovoltaic plants for institutional
and private investors in Germany and abroad. COLEXON is specialized in the
realization of return optimized and large scale photovoltaic projects (from
100 kWp onwards). The target groups of COLEXON are institutional investors
as well as agricultural, industrial and public building owners. COLEXON is
listed in the Prime Standard at the German Stock Exchange in Frankfurt.
About Renewagy A/S
The Danish Renewagy A/S is one of the leading operators of solar power
plants. The company is an Independent Power Producer ('IPP'), specialized
in the identification and investment as well as in the operation of cost
optimized solar power plants. At the end of 2008, Renewagy operated solar
power plants with an accumulated installed rated module power of 43.7 MWp.
In the calendar year 2008, six solar power plants were operated and five
were in development in the Federal Republic of Germany. Renewagy is a
long-standing business partner of the company and holds 19.43% of the share
capital of COLEXON Energy AG. According to the voting rights announcement
published on December 19, 2008, Renewagy has increased its voting rights in
accordance with § 22 para.1 sent.1 no. 6 German Securities Trading Act
(Wertpapierhandelsgesetz, WpHG) by 6.70% to 26.13%. Renewagy A/S is listed
on NASDAQ OMX Copenhagen and operates out of Virum, Denmark.
Contact:
COLEXON Energy AG
Jan Hutterer
Email: hutterer@colexon.de
Tel: +49 40 280031-0
Fax: +49 40 280031-101
COLEXON Energy AG
ISIN: DE0005250708
WKN: 525070
Prime Standard, Regulated Market Frankfurt
14.05.2009 Financial News transmitted by DGAP
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Language: English
Issuer: COLEXON Energy AG
Große Elbstraße 45
22767 Hamburg
Deutschland
Phone: +49(0)40 280031-0
Fax: +49(0)40 280031-101
E-mail: k.friedrich@colexon.de
Internet: www.colexon.de
ISIN: DE0005250708
WKN: 525070
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Stuttgart, München, Düsseldorf
End of News DGAP News-Service
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