Masdar has reached an agreement to initially acquire 67% of Terna Energy with GEK Terna and other shareholders of the company. The transaction price amounts to €20 per share, and the total value of the transaction is €3.2 billion. Following the completion of the transaction, a mandatory public offer will be launched for the acquisition of all remaining shares of the company, aiming to reach 100%.
The transaction and the subsequent offer represent a total valuation of TERNA ENERGY of €2.4 billion and an enterprise value of €3.2 billion, making it the largest energy transaction ever on the Athens Exchange and one of the largest in the European renewable energy market, notes GEK TERNA.
The acquirer, Masdar Hellas, is a wholly owned indirect subsidiary of Abu Dhabi Future Energy Company PJSC, Masdar (the Masdar). Masdar is a leader in the renewable energy market, developing and operating renewable energy and sustainable technology projects internationally. Of these, over 20 GW of renewable energy projects are already in operation, with a target of 100 GW by 2030.
The agreement is expected to provide significant capital investment in Greece and other European countries, supporting Terra Energy's contribution to Greece's National Energy and Climate Plan (NECP) and the EU's goal of zero emissions by 2050. The proposed acquisition demonstrates the scale and ambition of Masdar's development plans in the region and further establishes its role as a trusted global energy transition partner for governments, investors, developers and communities around the world.
REASONS FOR THE TRANSACTION
Founded in 1997, Terra Energy is a leading European clean energy company with a track record of more than 25 years of delivering innovative and sustainable projects. The company specialises in the financing, development, construction and operation of renewable energy facilities, with a focus on wind, photovoltaic, hydroelectric and pumped storage projects.
The company recently announced its development plan, which targets an installed renewable energy capacity of 6GW by 2030. With a strong portfolio of projects in Greece and Europe, TERNA ENERGY is the largest investor in the renewable energy sector in Greece.
The proposed acquisition is expected to play an important role in the growth of Masdar's portfolio in Europe, as it targets a global installed capacity of 100GW by 2030. It also reflects Masdar's confidence in the growth prospects of TERNA ENERGY, as well as in the dynamics of the Greek market and the domestic renewable energy sector.
The transaction is fully aligned with GEK TERNA's strategy to become a leading diversified infrastructure group in Greece and Southeastern Europe and accelerates the group's path towards a new era of growth.
Demonstrating management continuity, TERNA ENERGY's Executive Chairman, Georgios Peristeris, and CEO, Emmanuel Maragoudakis, will continue in their current management roles following the completion of the transaction and will support Masdar in managing the company in its next phase of growth.
H.E. Sultan Dr. Al Jaber, UAE Minister of Industry and Advanced Technology, Chairman of Masdar, and Chairman of COP28, said: "Today marks a milestone in Masdar's strategy to expand its portfolio to 100 GW of clean energy by 2030 and will make a significant contribution to the installed renewable energy capacity in the country. As one of the largest renewable energy transactions in Europe in 2024, this investment reflects the UAE's clear commitment to clean energy development in Greece and Europe and is another important step towards achieving one of the central goals of the UAE Agreement, to triple global installed renewable energy capacity by 2030. In summary, this agreement highlights the smart opportunities to develop a responsible and orderly energy transition that will create new industries, new jobs, and low-carbon economic growth."
Mohamed Jameel Al Ramahi, CEO of Masdar, said: "We are injecting capital and global expertise to accelerate the expansion of TERNA ENERGY, supporting Greece's renewable energy ambitions and extending Masdar's global reach. As a leading European renewable energy development platform, TERNA ENERGY is expected to play an important role in Masdar's growing portfolio in Greece and Europe. We look forward to completing the transaction and to begin working with the management team of Terra Energy to enhance their ambitious development plans to support the energy transition in Greece."
George Peristeris, Chairman and CEO of GEK TERNA Group and Executive Chairman of TERNA ENERGY, said: "Our agreement with Masdar is a practical recognition of the very high value of TERNA ENERGY, the result of the hard work of hundreds of people for more than 25 years. At the same time, it marks the beginning of a new era of even greater growth for GEK TERA Group. It is a strong vote of confidence in Greece and its prospects. Terra Energy is the leading RES investor in Greece and a key pillar of the national effort to transition to a future with cleaner and cheaper energy for all. A future with greater energy autonomy for our country, based on clean energy produced in our country. And we will continue on the same path with even greater strength."
Masdar retained Rothschild & Co. as the sole financial advisor and Simmons & Simmons, Bernitsas Law, and Latham & Watkins as legal advisors in connection with the transaction and financing.
Reed Smith LLP and Potamitis Vekris, the transaction's international and Greek legal advisors, respectively, supported GEK TERNA Group, while Morgan Stanley served as TERNA ENERGY's sole financial advisor.
In detail, GEK TERNA's announcement to the SA states the following:
The company, under the name "GEK TERNA S.A." (the Company), announces that it has signed a Share Purchase and Covenants Agreement (the Agreement) with the company 'Masdar Hellas Unipersonal' (the Company). Anonimous Company' (the Purchaser) regarding the sale of all the shares held by the Company in TERNA ENERGY Industrial Industrial Commercial Technical Company (the TERNA ENERGY) (ATHEX: TENERGY) (representing 36,59% of the shares and voting rights in TERNA ENERGY).
The purchaser is a 100% indirect subsidiary of 'Abu Dhabi Future Energy Company PJSC-MMasdar' (Masdar). Masdar is a leader in the renewable energy market, developing and operating renewable energy and sustainable technology projects internationally. Of these, over 20 GW of renewable energy projects are already in operation, with a target of 100 GW by 2030.
