Eesti Energia Plans to Make a Voluntary Takeover Bid to Enefit Green Shareholders

Eesti Energia intends to offer Enefit Green shareholders the opportunity to sell Enefit Green shares at a price of 3.4 euros per share during the voluntary takeover bid. The bid price is 47% higher than the Nasdaq Baltic stock exchange closing price on March 26, 2025, and 27% higher than the average trading price over the past three months. The voluntary takeover bid price is based on market analysis and the average assessment of analysis houses.

The voluntary takeover bid is expected to start on April 8, 2025, and scheduled to last until May 12. If the bid is successfully completed, Eesti Energia will pay for the shares on May 16, 2025. More detailed information is published on the website prospekt.enefit.com/en.

According to Anne Mere, Chairman of the Supervisory Board of Eesti Energia, the state-owned energy group is most beneficial to Estonia as a unified and strong entity, and the company's management has a clear vision of how to achieve this.

"In the long term, to reduce energy prices and ensure energy security, Estonia requires a substantial increase in both dispatchable and renewable electricity generation capacity, as well as storage. Eesti Energia can most effectively contribute to this goal only as a strong and integrated energy company," said Mere.

Andrus Durejko, Chairman of the Management Board of Eesti Energia, stated that Eesti Energia must become an internationally competitive energy group.

"Both Eesti Energia’s internal and external expert analysis has shown that fully reintegrating Enefit Green into the group is the best solution both for the company and Estonian state to achieve this goal. Repurchasing Enefit Green’s shares would enable us to create an integrated energy group where the portfolios of electricity sales and production are combined. By merging the production capacities of dispatchable generation and renewables, we can offer more competitive electricity pricing, increase profitability, and restore investment capacity," said Durejko.

Currently, this is only an intention, as the Estonian Financial Supervision and Resolution Authority (EFSA) must approve the takeover bid and its documentation. Eesti Energia will submit the corresponding documentation to EFSA for approval. Consequently, there may still be changes to the terms and schedule of the planned bid. The takeover bid will be announced with a notice, along with the publication of the takeover prospectus. Shareholders considering the offer must refer to these documents.

The voluntary takeover bid price was determined based on three key factors: market analysis, the price targets set by analysis houses, and the shareholders' opportunity to exit the transaction profitably.

If Eesti Energia acquires at least 90% of all Enefit Green shares during the voluntary takeover bid, the remaining shares will be taken over for monetary compensation in accordance with the law.

Over 60.3 million Enefit Green shares are traded on the stock exchange, making the maximum total volume of the voluntary takeover bid over 200 million euros. Eesti Energia will finance the bid from its own funds.

After a successful voluntary takeover bid, Eesti Energia plans to offer retail investors the opportunity to subscribe to bonds issued by the Eesti Energia group, which will be listed on the Baltic stock exchange.Bond subscription will commence after the voluntary takeover period ends, initially planned for the second half of May. The bond offering is also an intention. The bond offering prospectus must be approved by EFSA in accordance with applicable laws.

Eesti Energia is an international energy company whose home markets are the Baltic States and Poland. The group’s activities include both energy production and sales, liquid fuel production and development, and providing customers with practical and convenient energy solutions.