Masdar's Historic Move: Acquiring Greece's TERNA ENERGY in Mega Renewable Deal

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 ($2.6bn) with an enterprise value of €3.2bn ($3.4bn), 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.

HE Dr Sultan Al Jaber, UAE Minister of Industry and Advanced Technology, Chairman of Masdar and COP28 President, said:
"Today marks a major milestone in Masdar's strategy to expand its portfolio to 100GW of clean energy by 2030 and it will make a substantial contribution to the renewable energy capacity of Greece. As one of Europe's biggest renewable energy transactions in 2024, this investment reflects the UAE's clear commitment to Greece and Europe's clean energy development and it represents another major practical step in realizing one of the central goals of the UAE Consensus, to triple global renewable energy capacity by 2030. In short, this deal underlines the smart growth opportunities of a responsible and orderly energy transition stimulating new industries, new jobs and low carbon economic development."

Mohamed Jameel Al Ramahi, Chief Executive Officer of Masdar, commented:
"We are injecting capital and global expertise to accelerate TERNA ENERGY's expansion, supporting Greece's renewable energy ambitions and extending Masdar's global reach. As a leading European development platform, TERNA ENERGY is expected to play an important role in Masdar's growing portfolio in Greece and Europe. We look forward to completing the transaction and starting to work with TERNA ENERGY's leadership team to supercharge their ambitious growth plans in support of Greece's energy transition."

Georgios Peristeris, Chairman and CEO of GEK TERNA, and Executive Chairman of TERNA ENERGY, said:
"Our agreement with Masdar is a recognition of the great value of TERNA ENERGY and the result of the hard work of hundreds of people for more than 25 years. At the same time, it marks the beginning of a new era of even greater growth for GEK TERNA Group. It is also a strong vote of confidence for Greece and its prospects. TERNA ENERGY is the leading RES investor in Greece and a key pillar of the national effort to transition to a future with cleaner and cheaper energy for all. A future with greater energy autonomy for our country, based on clean energy that will be produced in our homeland. And we will continue on the same course with even greater power."

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.

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