PNE's boards support Morgan Stanley, 3rd largest investor does not
"Courtesy of PNE WIND AG"
The management and supervisory boards of PNE AG (ETR:PNE3) today recommended that the shareholders of the company accept the takeover bid launched by an entity controlled by Morgan Stanley Infrastructure Partners (MSIP).
On Monday, the boards published their joint reasoned statement regarding the voluntary public takeover offer of EUR 4.00 (USD 4.42) per share that was kicked off by Photon Management GmbH at the very end of October. They have determined that the total amount of the consideration based on the offer price is adequate. According to them, the sum appropriately reflects the value of PNE at the present time.
The boards also reiterated that they have met at all times their duties towards the company and all PNE stockholders to the fullest extent. In a financial report published last week they mentioned that MSIP initially made a proposal of EUR 3.50 per share that was later sweetened to the range of EUR 3.50-3.80 apiece in the course of the negotiations, before reaching the agreed upon level.
The reasoned statement, however, mentions that Active Ownership Capital, which is PNE’s third largest investor, does not intend to accept the offer.
The tender bid, which will run until November 28, is also being opposed by Enkraft Capital GmbH, another one of PNE’s top 10 shareholders. It insists that a fair bid should stand between EUR 6.90 and EUR 7.10 per share. It also disapproves of the management board's commitment to initiate a delisting of PNE upon the acquisition of more than 50% of the voting rights through the tender bid.
In response to the boards’ reasoned opinion, Enkraft’s managing director Benedict Kormaier commented that the statement contains no information as to why they conclude that the offer is reasonable.
„Management hides behind reiterating generic and totally unsubstantiated empty phrases that it acts in the best interest of the company and in accordance with the law,” he stated.
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.