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Freshfields advises Encavis on investment agreement and public takeover offer by KKR
Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) advises MDAX-listed and leading German wind and solar park operator Encavis AG (‘Encavis’) on the conclusion of an investment agreement and the announced voluntary public takeover offer by international investment firm Kohlberg Kravis Roberts & Co. L.P. (‘KKR’). In addition, the family-owned company Viessmann GmbH & Co. KG will also participate as a shareholder in the consortium led by KKR.
MDAX-listed Encavis AG is a producer of electricity from renewable energies and, as one of the leading independent power producers, acquires and operates (onshore) wind and solar parks in twelve European countries.
The Investment Agreement sets out the terms and conditions for a voluntary public takeover offer by KKR to Encavis shareholders to acquire all outstanding shares at a price of €17.50 per share in cash. Based on this offer price, the transaction volume amounts to more than €2.81 billion. In addition, the investment agreement stipulates for various financing commitments by KKR.
Freshfields advised the management board and supervisory board of Encavis comprehensively on the conclusion of the investment agreement with KKR as well as on the preparation and support of the process from a corporate and capital markets law perspective and on related corporate governance and capital markets communication issues. In addition, Freshfields is also advising on the German Banking Act owner control proceedings in connection with the public takeover.
Freshfields is also supporting the supervisory board of Encavis with regard to the announced voluntary public takeover offer and will advise it in particular on the reasoned statement to be issued in accordance with the German Securities Acquisition and Takeover Act.
The voluntary public takeover offer will be subject to various closing conditions, including merger control and foreign trade approvals as well as the implementation of a shareholder control procedure. Completion is expected in the fourth quarter of 2024.
The Freshfields team was led by Partner Christoph H. Seibt, supported by Associate Jean Mohamed and Principal Associate Carsten Bork (all Corporate/M&A, Hamburg).
The Freshfields team also included Partners Gunnar Schuster (Banking Regulation/Financing, Frankfurt) and Katrin Gaßner (Antitrust, Düsseldorf) as well as Associate Maximilian Sander (Corporate/M&A, Hamburg).
In-house legal advice on the transaction was provided by Natalie Grüber, Head of Legal / Director.
