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November 27, 2008
Hamburg,
Germany: Colexon and Renewagy AG Plan Merger
The
management teams of COLEXON Energy AG, based in Hamburg, and Renewagy
A/S, with headquarters in Denmark, today announced their plans
to merge the two companies. The merger is expected to become effective
as of January 1, 2009 and is subject to the approval of the shareholders’
annual meetings in 2009.
In
the course of the transaction the Danish operator of solar power
plants and wind farms Renewagy A/S will be merged onto COLEXON
Energy AG, which concurrently will assume the European legal entity
of a SE (Societas Europea) and change its company name into "COLEXON
SE". Its shares will be traded in the regulated market (Prime
Standard segment).
The
Management Board of COLEXON Energy AG will propose at its shareholders’
meeting in May 2009 an increase of the share capital against a
contribution in kind with the applicable regulations.
On
basis of the current share prices the merger will create a new
entity with a market capitalization of more than 90 million Euros.
The exchange ratio is expected to be at a level corresponding
to Renewagy A/S having a valuation factor 2.5 to 3 times higher
than COLEXON Energy AG.
With
the successful closing of the transaction the two companies expect
to strongly profit from resulting synergies through the extension
of the value chain within the solar industry. The new company
will then offer leading expertise for the planning, realization
and operation of turnkey solar power plants in Europe, USA and
Asia.
The
numerous solar power plants run by Renewagy in Germany and abroad
sum up to a total operating production capacity of more than 50
MWp and offer steady and predictable cash flows for the new entity.
With
this merger COLEXON Energy AG and Renewagy A/S take an active
role in the expected consolidation of the European solar market,
which is currently experiencing a decisive period of change. COLEXON
and Renewagy take the lead in this process and thus reach an excellent
position for accelerated growth in the future. The combination
of the two companies to COLEXON SE will create a stronger player,
able to effectively address the growing competition, to defend
itself from unfriendly takeovers and to exploit the existing synergy
potential of the two companies.
The
business models of COLEXON and Renewagy perfectly match. While
COLEXON is a leading company in the planning and development of
solar plants, Renewagy mainly focuses on the operation of such
solar parks. The merger of the two companies enables the new entity
to cover more segments of the value chain and therefore become
more independent of developments in certain market segments. The
combination of COLEXON’s strong partners on the supply side (e.g.
First Solar) with Renewagy’s well established distribution network,
provide strong additional arguments for the merger.
Both
managements strongly believe that merging the businesses is in
the best interest of both companies and its respective shareholders.
The combination will create an even stronger player in the photovoltaic
market able to effectively address the challenges of the present
market situation and to ensure a continuant and stable business
development. The increase of the entities size will also provide
the management with a higher negotiating power resulting in better
terms with financial institutions and suppliers. The companies
strongly believe that this strategic step will help them to offer
our shareholders sustainable profitability even in times of an
uncertain market development.
The
management of COLEXON SE will have a two-tier management system
consisting of two management executives as CEO and CFO as well
as six supervisory board members with proven experience in the
photovoltaic industry. Furthermore, the supervisory board members
will have profound experience in financing accounting and legal
matters.
Further details about: COLEXON
and Renewagy A/S
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