January 2 (Renewables Now) - Greek construction group Ellaktor SA (ATH:ELLAKTOR) and its renewable energy subsidiary Eltech Anemos SA (ATH:ANEMOS) have commenced a process to merge their operations.
Eltech Anemos said in a statement on Friday that its board has decided to appoint audit firm RSM Greece Business Advisors Ltd for the purpose of certifying the book value of its assets in preparation for the planned absorption by Ellaktor. At the same time, NBG Securities and Karatzas and Partners Law Firm have been hired as Eltech Anemos’ financial advisers and legal counsel, respectively.
Under the agreed terms, 1.27x new ordinary shares of Ellaktor with a nominal value of EUR 1.03 (USD 1.17) each will be exchanged for every single Eltech Anemos ordinary share with a nominal value of EUR 0.30 apiece. Using this exchange ratio, subject to receiving a fairness opinion from independent experts, the current shareholders of Ellaktor will end up holding a combined stake of 82.606% in the enlarged company, while those of Eltech Anemos will take the remaining 17.394%.
The merger is seen to create a company with a wider scope of growth, improved share trading and liquidity, as well as enhanced cash flow. Its financial performance is also expected to be bolstered thanks to synergies.
Eltech Anemos said that it will also have a greater ability to invest in renewable energy projects following the combination. As at end-September 2018, the company’s total installed capacity amounted to 289.10 MW, including 282.15 MW of wind farms, a 4.95-MW hydroelectric plant and a 2-MWp photovoltaic (PV) park.
The transaction is pending clearance by the investors of both parties and the relevant authorities. It is expected to close by the end of June 2019.
(EUR 1.0 = USD 1.138)