Eesti Energia increases its shareholding in Enefit Green to 97.2% through a voluntary takeover offer

The voluntary takeover offer made by Eesti Energia to the minority shareholders of Enefit Green AS, which ended on 12 May, increased the parent companies’ shareholding in Enefit Green to 97.2%.

As a result of the offer, shareholders decided to sell to Eesti Energia a total of 52,940,905 shares, representing approximately 20% of all shares. In total, 34,103 sales orders were submitted under the voluntary takeover offer, covering 88% of all freely traded shares of Enefit Green. All major institutional investors participated in the offer.

The payment of the purchase price of EUR 3.40 per share to the shareholders participating in the Offer will be made on 16 May 2025, subject to the smooth completion of the technical settlement. The total volume of the voluntary takeover offer amounted to nearly EUR 180 million, which will be financed by the Offeror from its own funds.

According to Marlen Tamm, Chief Financial Officer of Eesti Energia, the results of the voluntary takeover offer confirm that the people of Estonia trust Eesti Energia. “We thank the shareholders of Enefit Green for their strong interest and trust. This gives us the confidence and opportunity to move forward with building an integrated energy group and to continue with investments that are important for the region,” said Tamm.

The objective of the voluntary takeover bid was to acquire at least a 90% shareholding in Enefit Green. Following the Offer, Eesti Energia intends to acquire 100% of the shares in Enefit Green with the aim of creating an integrated energy group that enables the provision of electricity at more competitive prices, increases profitability, and restores the Group’s investment capacity.

“This was one of the largest takeover offers in the history of the Baltic capital market, especially considering Enefit Green’s broad retail investor base. While the transaction may temporarily reduce the range of options available on the local market, such takeovers are a natural part of stock markets. We are pleased that the offer received strong support from investors – this reflects trust in both the company and the process. The increase of Eesti Energia’s shareholding to 97.2% provides a strong foundation for further strategic steps,” said Mihkel Torim, Head of Investment Banking at LHV Bank, which advised on the offer.

The voluntary takeover bid price was based on three key considerations: market analysis, target prices set by analyst firms and the opportunity for shareholders to exit the transaction profitably. Compared to the closing price on the Nasdaq Baltic Exchange on 26 March 2025, the day before the announcement of the intention to launch the takeover bid, the offer price is 47% higher, and 27% higher than the average trading price over the past three months.

Following the successful completion of the voluntary takeover offer, the remaining shares will be acquired for monetary compensation in accordance with applicable laws. In addition, Eesti Energia plans to offer retail investors the opportunity to subscribe to a bond issued by the Eesti Energia Group and listed on the Baltic Exchange. According to the initial plan, the bond subscription will begin after the end of the voluntary takeover period, no later than in June. The bond offering is currently an intention. In accordance with applicable legislation, the bond offering prospectus must also be approved by the Financial Supervision Authority.

Eesti Energia is an energy company with its home markets in the Baltic States and Poland. The group’s activities include energy production and sales, the production and development of liquid fuels and the provision of practical and convenient energy solutions for customers.