By Andrea Hargraves 
CMVM has decided to register a public and mandatory takeover offer for Greenvolt shares.
The CMVM informed that at the board meeting held on Friday, October 4, it was decided to register the general and mandatory public offer for the acquisition of GVK Omega, SGPS, Unipessoal and Lda. , an entity controlled by KKR & Co. With more than 54,469,945 shares in Greenvolt – Energias Renováveis.
The CMVM notes that the offer was transformed from voluntary to mandatory, “following the change of control resulting from the acquisition by the offeror of a share equivalent to more than half of Greenvolt’s share capital and voting rights.”
This process resulted in KKR controlling 78.9% of the renewable energy company, 60.86% through the purchase agreed with Greenvolt's seven major shareholders, and a further 18.04% acquired through Italian bank Mediobanca. The Italian bank entered into a swap agreement with the fund KKR To purchase up to 19.9% of the capital of the company led by João Manso Neto.
According to the prospectus, as of October 3, KKR and its subsidiaries owned shares equivalent to 85.42% of the voting rights of Greenvolt.
“The offer was initially announced by Gamma Lux Holdco, S.à rl (which subsequently appointed the offeror), on 21 December 2023, following the conclusion of a set of contracts aimed at acquiring a majority of the share capital and the memorandum stated:” Greenvolt voting rights.”
Although initially announced as voluntary, the OPA “became mandatory on May 31, following a change in control resulting from the acquisition by the bidder (KKR) of a stake equivalent to more than half of the share capital and voting rights in the company.” Greenvolt.
The consideration offered by the Offeror is €8.3107 per share, which is equivalent to the “highest price paid” for the acquisition of Greenvolt shares, on June 6, 2024, by an entity related to the Offeror, resulting from the conversion of convertible bonds into shares. From Greenvolt.
If KKR begins to hold more than 90% of Greenvolt's share capital through a mandatory OPA, it will trigger a potential OPA mechanism to remove the company from the national stock exchange.
According to the flyer also published on Friday on the CMVM website, the show will run from 8:30 a.m. on Monday, October 7, until 3:30 p.m. on October 24.