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UPDATE - Enkraft asks PNE to shed more light on takeover negotiations

"Courtesy of PNE WIND AG"

November 5 (Renewables Now) - One of the top 10 shareholders of PNE AG (ETR:PNE3) believes that investors might not have all the necessary information to decide on whether to tender their shares as part of the takeover offer launched by Morgan Stanley Infrastructure Partners (MSIP).

A fund controlled by MSIP last week launched a tender offer of EUR 4.00 (USD 4.45) per PNE share, valuing the equity of the company at EUR 306 million. Enkraft Capital GmbH, which holds a stake of over 2.9% in PNE, disagrees with the valuation. It says that a bid for a company such as PNE, taking into consideration its forecast business development, should stand between EUR 6.90 and EUR 7.10 per share, assuming a moderate takeover premium of 25%.

“A bid at around fair value is the prerequisite for a sale. Every shareholder needs to assess for him/herself where they see the industry going and whether it is the right time to sell. We would consider selling at fair price but we also have other opportunities to reinvest the funds in the industry,” Enkraft managing director Benedict Kormaier told Renewables Now.

The bid value, however, is not the only aspect of the tender offer that is opposed by Enkraft. The investor is unhappy with the fact that PNE’s management board has pledged to initiate a delisting of the company upon the acquisition of more than 50% of the voting rights through the tender bid.

“If there is only a neglectable number of shareholders left in the company a delisting might make sense to save cost. If there are still many shareholders the delisting would devalue the shares and therefore is not in the interest of the company. In the current situation we think that management violates fiduciary duties when it uses the technical delisting as a threat, trying to force its shareholders into a tender offer,” Kormaier explained.

In a letter to PNE's management and board dated November 4, Enkraft outlines its understanding of what a fair offer for PNE would be, providing details of individual valuation indicators and comparisons with German peers in the wind project development industry. It also notes that based on press reports and in line with Enkraft’s own findings, the Morgan Stanley fund has been granted access to confidential and highly relevant information about PNE as part of the due diligence process, while other interested bidders might have been either denied access or only granted limited and delayed access.

“It is important that the PNE management fully discloses all relevant operational and financial information as well as information about the sale process that ran in order for PNE shareholders to be able to make an informed decision; we feel that not all information is out yet,” Kormaier said. He also expressed confidence that most of the institutional shareholders will rerun their numbers based on the analysis put out and form their opinion accordingly.

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.

(EUR 1.0 = USD 1.113)

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Ivan is the mergers and acquisitions expert in Renewables Now with a passion for big deals and ambitious capacity plans.

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