Abu Dhabi Future Energy Company PJSC (Masdar) announced that it has successfully finalized the acquisition of 70 percent of the outstanding shares of TERNA ENERGY SA (TENERGY.AT) from GEK TERNA SA (GEKTERNA.AT) and other shareholders, having received all necessary regulatory approvals. The agreement, priced at EUR20 per share, values TERNA ENERGY at an enterprise value of EUR3.2 billion ($3.4 billion). According to a statement, this marks the largest energy transaction ever recorded on the Athens Stock Exchange and one of the most significant in the EU renewable energy sector.
Next steps for regulatory approvals
Following the conclusion of this transaction, Masdar will pursue regulatory approvals from the Hellenic Capital Markets Commission (HCNC) to initiate an all-cash mandatory tender offer (“MTO”) aimed at acquiring the remaining shares of TERNA ENERGY.
Established market position
For over two decades, TERNA ENERGY has been a vital player in the renewable energy landscape, boasting the largest and most diverse portfolio in Greece, along with projects in Bulgaria and Poland. The company is engaged in the ownership and operation of clean energy initiatives across wind, solar, biomass, and hydro technologies. Notably, Greece’s leader in renewable energy is also developing one of Europe’s largest pumped hydro projects, the 680 megawatts (MW) Amfilochia project. With TERNA ENERGY currently operating at a capacity of 1.2 gigawatts (GW), this acquisition underscores Masdar’s confidence in the company’s remarkable growth trajectory, which aims for 6 GW by 2029. TERNA ENERGY is poised to enhance Masdar’s portfolio across Europe, as the company targets a global capacity of 100 GW by 2030 in support of the energy transition.
Substantial opportunities for continued growth
Mohamed Jameel Al Ramahi, chief executive officer of Masdar, expressed pride in becoming the majority stakeholder in TERNA ENERGY, highlighting the union of two energy leaders. He mentioned that Masdar’s dedicated vision and long-term investment would create substantial opportunities for continued growth in TERNA ENERGY’s expansion as it advances its strategy to support Greece’s renewable energy objectives.
He also noted that Masdar’s acquisition strategy emphasizes not only asset acquisition but also investment in exceptional teams. Al Ramahi indicated that the goal is to position TERNA ENERGY as one of the core regional platforms that would assist in achieving ambitious targets and expressed eagerness to collaborate with Executive Chairman Georgios Peristeris and Chief Executive Officer Emmanuel Maragoudakis in advancing the energy transition in Greece and Europe.
Sharing a common vision
Georgios Peristeris, chairman and CEO of GEK TERNA and executive chairman of TERNA ENERGY, remarked that the agreement with Masdar reflects TERNA ENERGY’s unmatched leadership in the green energy transition within Greece and southeastern Europe. He further attributed this to the consistent and dedicated efforts over the past 25 years to establish the largest and fastest-growing clean energy platform in the nation. Additionally, Peristeris conveyed enthusiasm about sharing a common vision with Masdar for clean, affordable, and locally produced energy and looked forward to working together towards a future filled with growth opportunities for TERNA ENERGY.
Advisory support for the transaction
Moreover, Masdar has engaged Rothschild & Co. as its sole financial advisor, along with Simmons & Simmons, Bernitsas Law, and Latham & Watkins as legal advisors in relation to the transaction and financing.
The GEK TERNA Group received support from Reed Smith LLP and Potamitis Vekris, who served as the international and Greek legal advisors for the transaction, respectively, while Morgan Stanley acted as the sole financial advisor to TERNA ENERGY.
