PNE's board says talks with other parties did not bring competitive offers

"Courtesy of PNE WIND AG"

November 7 (Renewables Now) - The management and supervisory boards of PNE AG (ETR:PNE3) have held confidential discussions with parties interested in acquiring the company other than the current bidder, but failed to attract a more competitive offer.

The management board says so in PNE’s quarterly statement today, noting that as part of the process it also approached certain private equity firms to test their interest in a takeover proposal.

As announced last week, Photon Management GmbH, indirectly held by Morgan Stanley Infrastructure Partners (MSIP), launched a tender offer of EUR 4.00 (USD 4.43) per PNE share, valuing the equity of the renewables developer at EUR 306 million. One of PNE’s top 10 shareholders, Enkraft Capital GmbH, opposed the proposal, saying that a fair bid should stand between EUR 6.90 and EUR 7.10 per share, assuming a moderate takeover premium of 25%.

Enkraft also accused PNE’s management board of acting in breach of its duties and against the interests of the company's shareholders, and disapproved of its commitment to initiate a delisting of the company upon the acquisition of more than 50% of the voting rights through the tender bid.

In PNE’s latest quarterly report, the board stressed that it fully complied with its duties towards the company, PNE’s shareholders and other stakeholders. It further noted that MSIP’s initial offer was actually EUR 3.50 per share and was sweetened to the range of EUR 3.50-3.80 apiece in the course of the negotiations. The bid reached the current level after the company provided further value-added information.

MSIP’s tender bid will run until November 28. The Morgan Stanley unit already has 14.9% of the shares secured, including the stake of PNE's largest shareholder.

“MSIP has assured us of a clear and strong commitment to our strategy and has committed itself not only to continue to focus the strategy with us, but also to accelerate its implementation. [..] This enables us to align our business model more strongly and sustainably, with longer-term planning periods and independent of the short-term fluctuations that are typical of the project business,” the statement says.

PNE is a wind project developer slowly diversifying into solar power, with July-September 2019 revenues of EUR 72.6 million. As at September 30, 2019, PNE had 5 GW of onshore wind projects in its pipeline.

(EUR 1.0 = USD 1.108)

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