Nordex is acquiring Corporación Acciona Windpower S.L. from Acciona S.A. to form a new major player in the wind industry. The purchase price is paid in cash and new shares issued without subscription rights. The closing of the transaction is subject to standard market conditions, including merger clearance by the relevant competition authorities. In combining their activities Nordex and Acciona Windpower will create a truly global company and in doing so reduce exposure to demand swings in individual markets.
Nordex and Acciona Windpower complement each other in a number of important areas. Nordex has a strong market position in Europe, while Acciona Windpower is well-positioned in the Americas and emerging markets. Nordex products are particularly well-suited for complex projects subject to technical restrictions, while Acciona Windpower’s products are primarily aimed at large-scale wind farms that require efficient and sturdy machines for unconstrained terrains.
The purchase price for Acciona Windpower is comprised of a cash payment in the amount of EUR 366.4 million and 16.1 million new Nordex shares valued at EUR 26.00 each. Alongside the transaction Nordex´ current main shareholders SKion/momentum, which is controlled by the member of the Supervisory Board Jan Klatten, will sell shares in Nordex to Acciona, which is one of the biggest owners and operators of wind farms in the world. SKion/momentum´s and Acciona post-transaction shareholdings in Nordex will be 5.7% and 29.9% respectively. SKion/momentum remains committed to Nordex as a shareholder. Jan Klatten will continue as a member of the Supervisory Board. It has been agreed with Acciona that two-thirds of the members of the Supervisory Board will be independent of Acciona in any case for a period of at least five years. Furthermore, for a period of three years Acciona undertakes, as a general rule, not to purchase direct or indirect voting rights in Nordex SE and thereby to increase its stake in Nordex SE to 30% or more. Nordex SE will remain a listed company according to German law with its head office remaining domiciled in Hamburg.
“By acquiring Acciona Windpower Nordex will hold a very strong position throughout the transformation in the wind industry. We now earn the fruits of our strong commitment to research and development. With this in mind my special thanks goes to both our shareholders SKion and momentum capital: Over nearly ten years now they have been excellent advisors to Nordex in every phase of the company and supported significantly the transition to a technology leader in wind turbine manufacturing. With their transaction SKion and momentum pave the way for Nordex to continue with a longterm-oriented and family-led anchor shareholder”, said Dr. Wolfgang Ziebart, Chairman of the Supervisory Board of Nordex SE.
“Both Nordex and Acciona Windpower have demonstrated ability to grow at impressive pace in recent years and in combining our business activities we are laying a robust foundation for future profitable growth. This is in the interest of all our stakeholders. We are confident that both Nordex and Acciona Windpower customers will realize value from our companies´ combined expertise. Also, we are gaining an important long-term shareholder with deep understanding of our industry”, said Lars Bondo Krogsgaard, CEO of Nordex SE.
“The deal makes sense on key parameters, and I have great confidence in our respective organizations to realize the high expectations that we have”, so Lars Bondo Krogsgaard, who will continue as CEO after closing of the transaction. He will be joined in the Management Board by Bernard Schäferbarthold, CFO, plus two further members currently working at top-level with Acciona Windpower. The Management Board and company headquarters will remain in Hamburg.
The Management Board of Nordex SE, domiciled in Rostock, whose shares are admitted to trading in the regulated market (Prime Standard) of the Frankfurt Stock Exchange (ISIN: DE000A0D6554; WKN: A0D655), today, with the approval of the Supervisory Board, decided to acquire Corporación Acciona Windpower S.L. (Acciona Windpower) from Acciona S. A., Spain (Acciona), and for this purpose to conclude a Business Combination Agreement with Acciona.
The transaction agreed in the Business Combination Agreement states that Acciona will contribute the wind energy business operated by Acciona directly or indirectly via its wholly owned subsidiary Acciona Windpower through a (mixed) contribution in-kind (gemischte Sacheinlage) to Nordex SE. As consideration Nordex SE by means of an increase of its share capital from the authorized capital while excluding the subscription rights will issue to Acciona 16,100,000 new Nordex shares with the same rights as all other shares of Nordex SE at an issue price of EUR 26.00 per Nordex share. In addition, Acciona is to receive a one-off cash payment of EUR 366.4 million (to be adjusted according to a cash and debt free basis). The total consideration amounts to approximately EUR 785 million. The execution of the Business Combination Agreement, including implementation of the capital increase, is according to the provisions of the Business Combination Agreement, subject to the standard market conditions (especially merger clearance by the competition authorities) and is expected to be completed by the first quarter 2016 at the latest.
Following the execution of the transaction agreed in the Business Combination Agreement Acciona will hold 16.6 % of the shares in Nordex SE. Furthermore, the main shareholders SKion GmbH and momentum-capital Vermögensverwaltungsgesellschaft mbH have informed Nordex SE that they intend to enter into a contract on the sale of a part of the Nordex shares held (in)directly by them to Acciona immediately after complete execution of the Business Combination Agreement. Following completion of this sale Acciona would probably own a total of approx. 29.9 % of the shares in Nordex SE. The Business Combination Agreement with Acciona stipulates that two-thirds of the members of the Supervisory Board will be independent of Acciona in any case for a period of at least five years. Furthermore, for a period of three years Acciona undertakes, as a general rule, not to purchase direct or indirect voting rights in Nordex SE and thereby to increase its stake in Nordex SE to 30% or more. Nordex SE will remain a listed company according to German law with its Head Office remaining domiciled in Hamburg.
Nordex SE numbers among the leading mid-sized manufacturers of wind turbines for the international onshore market and operates worldwide in more than 20 countries with branches there. The company has been active in the industry for 30 years. This makes Nordex one of the most experienced specialists in the sector. Its core business includes the development of modern turbines as well as the production, installation and long-term servicing of wind farms. Since 2011 annual revenues have increased in average by almost 20% per year to more than EUR 1.7 billion in 2014. At the same time Nordex’ profits continue to grow. For the current year the Management Board projects revenues of up to EUR 2.2 billion.
Acciona Windpower designs and produces 3.0- and 1.5-MW turbines for all wind classes, including the design and manufacture of rotor blades and towers. AWP currently operates four production facilities, which are located in the US, Brazil and Spain, while a new factory is under construction in India. It has manufactured, or has orders for, wind turbines totaling 6.7 GW in more than 100 wind farms in 18 countries. It is a subsidiary of Acciona Energía, a global leader in renewable energy with more than 20 years’ experience in the sector and 10,000 MW installed, either owned by the Company or built for customers. Both companies belong to Acciona S.A. – one of Spain’s leading corporations – which operates in infrastructure, energy, water and services in over 30 countries. ACCIONA is listed on the Madrid Stock Exchange, has a 33,000-strong workforce and posted revenues of 6,500 million euros in 2014.