Combination of CHORUS Clean Energy AG and
Capital Stage AG to create one of the leading operators
of renewable energy power plants in Germany and
Europe
Neubiberg/Munich, 30 May 2016 - CHORUS Clean Energy AG, a specialized
operator of solar and wind parks, headquartered in Neubiberg near Munich,
has agreed with Capital Stage AG on a combination of both companies by way
of a share exchange
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Combination by way of an announced share-for-share takeover offer for CHORUS
shareholders against shares of Capital Stage
Attractive premium of 30% compared to the closing price of the CHORUS share and of
36% based on the respective three months volume weighted average price of both
companies as of 27 May 2016 prior to announcement of the transaction
Creation of a leading independent operator of renewable energy power plants in Germany
and Europe
Signing of a business combination agreement defining the core elements of the joint
strategy
Neubiberg/München, 30 May 2016 – CHORUS Clean Energy AG ("CHORUS"), a specialized
operator of solar and wind parks, headquartered in Neubiberg near Munich, today signed a
business combination agreement with Capital Stage AG ("Capital Stage") following approvals
from Management and Supervisory Board. On the basis of this agreement, Capital Stage today
announced its intention to launch a voluntary takeover offer for all shares of CHORUS.
Capital Stage offers five (5) own shares for three (3) CHORUS shares. Based on the closing
prices of the shares of CHORUS and Capital Stage on 27 May 2016 before announcement of
the transaction, this represents an offer price per CHORUS share of €10.65 and a premium of
30%. Based on the respective three months volume weighted average of both companies before
announcement of the transaction, the exchange ratio results in a price of c. €11.52 per CHORUS
share and a premium of 36% for the CHORUS shareholders. Subject to approval of the Annual
General Meeting on 22 June 2016 the CHORUS shareholder will furthermore receive a dividend
of 18 cent per share.
The combination of both companies creates one of the leading independent operators of solar
and wind parks in Germany with a total capacity exceeding 900 MW (including asset
management activities). The combined company extends its geographic reach and benefits from
operational and financial synergies as well as a more attractive capital markets profile. On the
basis of the exchange ratio and the closing price of the Capital Stage share prior to
announcement of the transaction, the combined company will have a market capitalisation of
around €824 million.
Peter Heidecker, Chairman of the Supervisory Board and largest shareholder of CHORUS, as
well as the members of the Management Board Holger Götze, Helmut Horst and Heinz Jarothe
have committed to Capital Stage to accept the offer for the shares in CHORUS they own directly
or indirectly (together c. 15%).
"The combination of both companies is an attractive opportunity for both parties to pool their
competencies and realize significant scale advantages. With joint forces we will be even better
able to benefit from the opportunities of market growth and consolidation in Germany and
Europe. In addition, the combined company will have a more attractive capital markets profile
due to increased size and liquidity." says Holger Götze, CEO of CHORUS.
"The takeover offer provides our shareholders with the opportunity to exchange their shares at
an attractive premium into shares of an even more attractive combined company." noted Helmut
Horst, CFO of CHORUS.
Latham & Watkins acts as legal advisor and Lazard acts as financial advisor to CHORUS on this
transaction.
About CHORUS
CHORUS Group was founded in 1998 and operates 76 solar and wind parks with a capacity of more
than 335 megawatts in five European countries. With a broadly diversified portfolio, the company
generates stable, predictable, and sustainable returns. For professional investors, CHORUS offers
investment opportunities in renewable energy plants. CHORUS Clean Energy AG covers the entire
investment cycle – from asset sourcing through financial and legal due diligence and monitoring up to
divestiture.
Contact us:
Stephan Castenholz (Investor Relations)
CHORUS Clean Energy AG
Tel.: +49-89-442-3060-0
Fax: +49-89-442-3060-11
E-mail: IR(at)chorus.de