MADRID, June 12 (EUROPA PRESS) - The French fund Antin, through GCE LuxCo, has announced the presentation of a voluntary takeover bid (OPA) for all Opdenergy shares at a price of 5.85 euros per title, so the maximum amount to be disbursed would reach 865.9 million euros, according to a communication sent this Monday to the National Securities Market Commission (CNMV).

Specifically, the amount offered represents a premium of 46% over the closing price of Opdenergy shares in the last trading session (4 euros), as well as 42% over the weighted average price of the previous six months and 23 % of the IPO price of the renewables group in July 2022.

After learning about the launch of the takeover bid by the French fund, Opdenergy's shares skyrocketed on the stock market and were already up more than 42%, up to 5.7 euros per share.

The operation is subject to acceptance by at least 75% of the share capital (111,025,106 Opdenergy shares), but Antin has already obtained irrevocable acceptance commitments from shareholders that, in total, add up to 71.187% of the share capital .

Thus, this friendly offer follows a prior agreement with the founding shareholders of Opdenergy -Gustavo Carrero, Javier Chaves and Javier Remacha-, who jointly own close to 71% of the company and have signed irrevocable commitments to sell all their shares to the offeror.

Two of the founding shareholders who have signed irrevocable acceptance commitments will reinvest part of the funds obtained in GCE BidCo if the offer is settled successfully, with Gustavo Carrero Díez, through Marearoja Internacional, and Alejandro Chaves Martínez, through de Aldrovi, hold up to 10% of the share capital of GCE BidCo each after the settlement of the offer and the completion of the reinvestment.

Another of the group's reference shareholders is Indumenta Pueri, the owner of Mayoral, which owns 6% of the capital of the renewable energy firm, although it is not yet known whether or not it will attend the offer.

Thus, the minimum acceptance condition will be met if, in addition to the shareholders who have already committed to sell, other shareholders holding shares representing 3.813% of Opdenergy's share capital accept the OPA.

Antin will formulate the takeover bid exclusively in the Spanish market and will address all Opdenergy shareholders, regardless of their nationality or place of residence. The fund will present the request for authorization of the offer to the CNMV.

The offer is conditional on obtaining the authorizations or non-opposition in terms of control of concentrations necessary to carry it out. Thus, you will need authorization from the General Directorate of International Trade and Investment of the Ministry of Industry, Trade and Tourism.

Opdenergy's current share capital amounts to 2,960,669.48 euros, divided into 148,033,474 shares with a nominal value of 0.02 euros each.

For his part, Antin indicated that he plans to actively contribute to the development and sustained growth of Opdenergy "providing capital and experience" to support the company's ambition to become one of the main global renewable energy platforms with headquarters in Spain.

MAINTAIN THE HEADQUARTERS IN SPAIN.

In addition, the fund, which has more than 30,000 million euros in assets under management through its different investment strategies, intends to maintain Opdenergy's headquarters in Spain and intends to maintain close collaboration with the strong management team current to take advantage of future opportunities.

Stéphane Ifker, senior partner at Antin, was "very excited to have the opportunity to support Opdenergy in the next stage of its already successful growth story and help accelerate its important contribution to Spain's energy transition and the decarbonization of your economy".

Meanwhile, Francisco Cabeza, also a partner of the fund, considered that this investment reflects the vision "on the present and future value of the company, as well as confidence in its growth potential in Spain and abroad." "We are proud to continue this path together with Opdenergy and its management team, in particular its CEO, Luis Cid Suárez," he added.

Pérz Llorca has acted as Antin's advisers in the operation, while Linklaters has been for Opdenergy and Lathan

In this way, if the operation goes ahead, Antin will acquire a vertically integrated independent developer and producer of renewable energy that has 904 megawatts (MW) in operation, 951 MW under construction and pre-construction -with data at the end of March- and a track record in the development of renewable energy projects, mainly in Spain, the United States, Chile, Italy and Mexico.

Opdenergy's business model is fundamentally based on long-term private power purchase agreements (PPAs) with private entities. Thus, 70% of its production is contracted with long-term PPAs with counterparties of high solvency, and to a lesser extent for the sale of energy to the market.