Uniper rejects takeover offer from Fortum

Uniper’s Management Board and Supervisory Board says Fortum’s voluntary public takeover offer “is not in Uniper’s best interest” and has recommended Uniper shareholders not accept it.

“Fortum’s offer is unacceptable as it does not reflect Uniper’s true value,” said Klaus Schafer, chief executive officer of Uniper. “In addition, there is no recognizable contribution to a better development perspective for Uniper. The offer document also does not clearly state what Fortum’s true intentions are. Now begins the time for discussions.”

Fortum Chief Executive Officer Pekka Lundmark responded to Uniper’s statement, saying: “We are convinced that our offer represents attractive value to Uniper’s shareholders, offering 36% premium to the price prior to intensified bid speculation and 120% premium to the initial trading price post the spin off” [of Uniper from E.ON].

Uniper issued a press release on Sept. 20 entitled: Uniper SE: We have not invited Fortum to make a takeover offer. Fortum published the takeover bid on Nov. 7.

Uniper was launched in January 2016, as a spinoff from E.ON, to focus on power generation from hydro, natural gas and coal facilities, as well as global energy trading. At the time, the Germany-based company had about 40 GW of generating capacity.

Fortum’s website says that hydropower accounts for more than a third of its annual power generation. The company owns and operates 13 hydropower plants in Finland and co-owns and operates an additional 20 through its stake in Kemijoki Oy.

Details of the offer

Fortum is offering a price of €21.31 (US$25.02) per share, but Uniper says “future prospects as an independent company justify a significantly higher amount.”

Fortum does not pay a control premium with the offer price, although the company is expected to acquire at least the 46.65% stake in Uniper held by E.ON, according to a Uniper press release. With this, the company effectively holds a majority of the voting rights at the Annual General Meeting and per German takeover legislation Fortum can purchase additional Uniper shares following the offer without having to make a second takeover offer.

Uniper says that considering the average control premium for cash offers for takeovers of companies in Europe since 2002 is about 35% based on a share price four weeks prior to the announcement of the transaction, the offer price would be more than €27 (US$31.70) per share.

Fortum has indicated that Jan. 16, 2018, is the end of the acceptance period for this offer, and Lundmark said “this is our best and final offer.”


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