Falck is to sell its stake in its renewables business to the Infrastructure Investments Fund (IIF), an investment vehicle advised by JP Morgan Investment Management.
The deal, for approximately 60% of Falck Renewables total share capital, will trigger a mandatory cash tender offer at closing.
IIF will partner with Falck Renewables to accelerate its growth plan and reinforce its leadership position in the clean power sector.
The investment will help Falck Renewables to “fully capitalise on the investment opportunities” in clean power.
The agreement provides for the acquisition of Falck’s shareholding in Falck Renewables at a price in cash of €8.81 per share.
This represents a premium of 29.2% to the three-month volume weighted average share price, 0.5% to the six-month volume weighted average share price, and 45.2% to the 12-month volume weighted average share price
The price per share will not be subject to any adjustments arising from the possible conversion of Falck Renewables’s convertible bond into Falck Renewables equity.
The agreement includes, as customary, specific downward consideration adjustment mechanisms, which will only be triggered in the event of distributions to Falck Renewables shareholders prior to closing.
Closing of the transaction is subject to obtaining relevant regulatory and other approvals and is anticipated to be finalized in the fourth quarter of 2022.
Upon closing of the transaction, IIF will launch a mandatory cash tender offer for Falck Renewables’s remaining share capital at the same price per share offered to Falck.
The fund then plans to delist Falck Renewables.
Subject to closing of the transaction, IIF also intends to launch a cash tender offer for Falck Renewables’s convertible bond addressed to qualified investors only, at the same terms and conditions.
Under the new ownership, IIF intends to accelerate Falck Renewables’s growth and consolidate its position as a leader in the renewable energy industry.
Chief executive Toni Volpe, chief executive Paolo Rundeddu and the current management team will remain in place.
Falck Renewables and Falck chairman Enrico Falck said: “I am very proud of Falck Renewables’s growth and the value created for all shareholders and stakeholders under Falck’s ownership.
“This has been achieved thanks to the commitment and contribution of Falck Renewables board of directors, management and all employees.
“Today Falck Renewables is an important player in the renewable energy sector with geographically diversified activities.
“The company has attracted the interest of a leading international fund, which will be able to accelerate Falck Renewables’s growth.”
Volpe added: “Falck Renewables has grown consistently over the past years, thanks to the valuable and forward-looking support of Falck, continuing to innovate, increase its know-how and adapt its business model to the energy transition.
“This extraordinary transaction, which is happening at a time of great change in the renewable energy sector, will provide further support, resources, and momentum to our medium to long term growth plans.
“We are proud to have attracted a partner like IIF, who will allow the company to deliver on its ambitions.
“IIF fully shares our industrial business approach, our values and the importance of achieving long-lasting value in all sustainability related aspects.”
IIF chief investment officer Matthew LeBlanc, said: “We are excited to support Falck Renewables going forward and to build upon its significant success to date.
“In particular, we recognize the commitment of the experienced and dedicated management team and employees, as well as their development of the strategy to scale up the pipeline and accelerate growth.
“IIF looks forward to supporting the Falck Renewables team’s delivery of their overall growth aspirations for the benefit of customers, communities and other stakeholders.”