Greenvolt's Board of Directors considers the price offered by GVK Omega – which is 100% indirectly owned by funds advised by Kohlberg Kravis Roberts (KKR) North America or its affiliates – to be fair for the purchase of all shares in the renewable energy company.
Recall that the offer was launched on December 21 by the infrastructure investment fund Gamma Lux – managed by KKR – and meanwhile GVK Omega, based in Lisbon, was created on January 3 of this year to implement the operation.
In a report from the Greenvolt Board of Directors, issued on the night of Thursday, January 18, with the Securities and Exchange Commission (CMVM), it was highlighted that “the offer falls within a price range that reflects the value of the target company on average.” And long-term, based on the current capital structure.
The consideration offered was 8.30 euros per share, valuing the company led by João Manso Neto at 1.155 million euros.
The Greenvolt Board of Directors recognizes that “the price offered by the bidder is fair,” considering, in essence, that the consideration “represents a premium of 95.3% compared to the subscription price for shares within the opening capital range and 47.7%.” Compared to the subscription price for shares within the scope of the 2022 capital increase.
It also considers that this same consideration “represents a premium of 11.4% compared to the price on the day before the publication of the initial announcement and a premium of 32.1% compared to the weighted average price of the shares in the six months prior to the date of issuance of the initial announcement.” “The day the initial announcement was published” which “is consistent with the findings of fairness opinions prepared by Lazard and Millennium PCP which take into account fair value.”
The 'public and voluntary' takeover offer (OPA) was launched after KKR reached an agreement with Greenvolt's seven benchmark shareholders to buy 60.86% of the renewable energy company's share capital – the idea is now to hold the remaining capital.
“Given the information contained in the preliminary announcement and the draft prospectus, the Offeror or its associated parties may, through contracts for the purchase and sale of shares and through the potential conversion of convertible bonds, secure participation of up to 66.63% of Greenvolt's share capital and voting rights (assuming no presence of shares in the market), says Greenvolt's board of directors in this report.
In this scenario, the Board recognizes that “the offer does not entail material changes to Greenvolt’s HR policy, reaffirming the commitment to Greenvolt employees that has been followed to date.”
(News updated at 00:14 on 19 January)
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