Greening has announced the launch of a Takeover bid for EiDF with the aim of accelerating its growth, gaining scale, and consolidating its position in the energy sector. The proposal is structured through a exchange of 2 Greening shares for every 7 EiDF shares and is accompanied by a capital increase of up to 30 million euros to strengthen the balance of the combined group.
The operation poses a Implied valuation of EiDF close to 80,18 million euros, resulting from an approximate discount of 22% compared to the latest closing pricesFollowing the offer, the bidder's plan is to promote a merger by absorption, always subject to conditions and regulatory approvals.
Structure and evaluation of the offer
The takeover bid is aimed at 100% of EiDF's capital, that is, 63.466.415 shares (including treasury stock). The proposed exchange consists of two newly issued ordinary shares of Greening, with a nominal value of 0,0025 euros, for every seven EiDF shares.
With recent reference prices (Greening around 4,42 € and EiDF near 1,62 €), the exchange equation implies a deduction of ~22,6 million on the capitalization of EiDF (around 102,8 million), placing its implicit value in ~80,18 millionGreening had a market capitalization of around 128,6 million at the closing date considered.
Among the conditions, the offer is subject to the acceptance of at least 40% of the voting rightsThe acceptance period has been set at 15 trading days From the first day of operation, with the intention of acquiring the largest possible stake to facilitate the merger by absorption.
Once the takeover bid is settled, Greening plans to execute a capital increase of up to 30 million euros in order to provide the resulting society with greater solvency and investment capacity. The proposed shareholding structure envisions that the 20 % will be left in the hands of new investors, 49 % between the current shareholders of Greening and the 31 % among EiDF shareholders.
Both Greening and EiDF are listed on BME GrowthTherefore, the operation will comply with current regulations and market transparency standards.
Synergies and industrial plan
The joint plan estimates achieving 250 MW operational in 2027Based on that, a Recurring EBITDA of 25 million euros y An additional 6 million from synergiesConsidering the contribution of all business units, the Total estimated EBITDA would amount to 35 million.
The integration would combine EiDF's specialization in photovoltaic self-consumption and batteries in Spain with model vertically integrated of Greening, which encompasses the generation, development, construction and marketing of renewable energy in Europe and North America.
For customers and suppliers, the combined group aims to expand the range of solutions and reinforce the execution capacity of projects, taking advantage of economies of scale, standardized processes and a more robust supply chain.
Corporate governance and background
On the corporate level, Greening emphasizes a disciplined growth strategy and a strengthened corporate governance. Your president, Ignacio Salcedo, and the general director, Diego PuertaThey have argued that the combination will create a more powerful actor solid, scalable and competitive in the self-consumption and storage ecosystem.
As background, the company had already explored in April the entry of a new partnerInitially, he reached an agreement with Latina Energy Developments for a 45 million expansion, an operation that was finally redirected to projects in MexicoIn parallel, a due diligence about the Mexican subsidiary of the Andalusian firm.
EiDF's reaction and next steps
EiDF has informed the market that this is a unsolicited offer and that he didn't have prior knowledge of the intention to formulate it. Its board of directors will meet to analyze the proposal and make the decisions they deem appropriate for the company and its shareholders.
Greening, for his part, will begin the legal and regulatory procedures relevant regulations. The transaction is subject to applicable regulations and the necessary approvals, maintaining communication with the market as the milestones of the process advance.
Relevant shareholders
In EiDF, capital is distributed among Prosol Energy (36,4% of economic rights and with some of the political rights ceded to Laurion Financial Enterprises, which in turn owns 16,4% of the economic market), Mass Investments (8,97%), Memento Management (6,15%) and others retail and treasury stock (32,09%). There is also an addendum between Prosol and Laurion that would trigger the mandatory sale of the Prosol package only in the event of a offer for ≥ 400 million, a threshold that would not be met in this case.
At Greening, the main shareholders are Ignacio Salcedo (36,84%), Manuel Mateos y Antonio Palacios (18,4% each) and Sinia Renewables (9,8%). This shareholding base supports the proposed integration and the associated industrial plan.
If successful under the proposed terms, the takeover bid would reshape the landscape of solar self-consumption in Spain by integrating industrial capacity, financing and market in a single project, with concrete goals in operating power (250 MW)profitability (up to €35M of EBITDA) and a scheme of government and capital designed to drive sustainable growth.