ENGIE has announced the signing of a Sale Purchase Agreement with Taiwanese company TCC for its 60.5% stake in the share capital of ENGIE EPS (Paris:EPS). TCC, with an over $10 billion market capitalization, is one of the pre-eminent industrial groups in Asia, with activities in battery manufacturing, cement production, power generation, environmental services, chemicals, logistics and infrastructures. TCC has been very active in recent years in developing renewable energy and energy storage systems.
The completion of the transaction, executed at Euro 17.10 per share, corresponding to an aggregate consideration of Euro 132 million and an implied Enterprise Value of over Euro 240 million, will be followed, in accordance with applicable regulations, by the filing of an all-cash simplified mandatory tender offer for all outstanding shares of ENGIE EPS. In accordance with the AMF General Regulation, the Board of Directors has formed an ad-hoc committee and will appoint an independent expert and will issue, notably on the basis of the report of the independent expert, a reasoned opinion (avis motivé) on the merits and consequences of the tender offer for ENGIE EPS, its shareholders and its employees. ENGIE EPS is assisted by Lazard.
Following the transaction, which is subject to customary approvals and regulatory consent, ENGIE confirmed it will pursue commercial partnerships with ENGIE EPS.
Upon completion of the transaction, expected during the summer of 2021, ENGIE EPS will become NHOA.
Carlalberto Guglielminotti, Chief Executive Officer of ENGIE EPS declares, “This acquisition by a leading, visionary industrial group like TCC, represents the ultimate recognition of our world-class technology leadership and a transformational opportunity to consolidate our growth globally. It will give us instant access to a world leading supply chain and to the Asian markets, as well as the financial breadth to credibly position as a global leader in the turnkey delivery of energy storage systems and a global enabler of the eMobility revolution. More importantly, with TCC we share the mission, which inspired our new brand NHOA, to shape a better future for a next generation living in harmony with our planet.”
Roberto Di Stefano, Chief Executive Officer of Free2Move eSolutions, the Joint Venture between ENGIE EPS and Stellantis, declared, “We welcome TCC which represents an unparalleled opportunity to support the electric mobility transition in Asia, the most advanced e-mobility market worldwide.”
“Together we will make a difference to the world and the Earth,” said Nelson Chang, Chairman of the Board of TCC, commenting the announced acquisition and creation of the new brand NHOA.
New HOrizons Ahead: this is NHOA. A new brand that represents the enlightened and sustainable future backed by TCC, and the mission to unlock the global transition towards clean energy and sustainable mobility.
To seal a global vision built on heritage within our core values, NHOA takes its inspiration from Noah, the founder of a renewed humanity. The underline in the new logo represents the horizon, and the “omega”, symbolizing in the Ohm's law the electrical resistance, inspires a rising sun: the dawn of a new era.
The website www.nhoa.energy has already been launched and, upon closing of the transaction, will become the new corporate website of the company.
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The investor conference call is scheduled on 20 April 2021 at 8:00am CET, the dial-in details and the presentation will be available on ENGIE EPS’ corporate website: engie-eps.com/events
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About ENGIE EPS
Engie EPS is the technology and industrial player within the ENGIE group, developing technologies to revolutionize the paradigm in the global energy system towards renewable energy sources and electric mobility. Listed on Euronext Paris regulated market (EPS.PA), Engie EPS forms part of the CAC® Mid & Small and CAC® All-Tradable financial indices. Its registered office is in Paris, with research, development and production located in Italy.
For further information, please visit www.engie-eps.com and www.nhoa.energy.
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About ENGIE
Our group is a global reference in low-carbon energy and services. Together with our 170,000 employees, our customers, partners and stakeholders, we are committed to accelerate the transition towards a carbon-neutral world, through reduced energy consumption and more environmentally-friendly solutions. Inspired by our purpose (“raison d’être”), we reconcile economic performance with a positive impact on people and the planet, building on our key businesses (gas, renewable energy, services) to offer competitive solutions to our customers. Turnover in 2020: 55.8 billion Euros. The Group is listed on the Paris and Brussels stock exchanges (ENGI) and is represented in the main financial indices (CAC 40, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe) and non-financial indices (DJSI World, DJSI Europe, Euronext Vigeo Eiris - Eurozone 120/ Europe 120/ France 20, MSCI EMU ESG, MSCI Europe ESG, Euro Stoxx 50 ESG, Stoxx Europe 600 ESG, and Stoxx Global 1800 ESG).
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Forward looking statement
This release may contain forward-looking statements. These statements are not undertakings as to the future performance of ENGIE EPS. Although ENGIE EPS considers that such statements are based on reasonable expectations and assumptions at the date of publication of this release, they are by their nature subject to risks and uncertainties which could cause actual performance to differ from those indicated or implied in such statements. These risks and uncertainties include without limitation those explained or identified in the public documents filed by ENGIE EPS with the French Financial Markets Authority (AMF), including those listed in the “Risk Factors” section of the ENGIE EPS Universal Registration Document filed with the AMF on Wednesday 7 April 2021 (under registration number n° D.21-0273). Investors and ENGIE EPS shareholders should note that if some or all of these risks are realized they may have a significant unfavourable impact on ENGIE EPS.
These forward looking statements can be identified by the use of forward looking terminology, including the verbs or terms “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “build- up”, “under discussion” or “potential customer”, “should” or “will”, “projects”, “backlog” or “pipeline” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and that are to different degrees, uncertain, such as statements about the impacts of the Covid-19 pandemic on ENGIE EPS’ business operations, financial results and financial position and on the world economy. They appear throughout this announcement and include, but are not limited to, statements regarding the ENGIE EPS’ intentions, beliefs or current expectations concerning, among other things, the ENGIE EPS’ results of business development, operations, financial position, prospects, financing strategies, expectations for product design and development, regulatory applications and approvals, reimbursement arrangements, costs of sales and market penetration. Important factors that could affect performance and cause results to differ materially from management’s expectations or could affect the ENGIE EPS’ ability to achieve its strategic goals, include the uncertainties relating to the impact of Covid-19 on ENGIE EPS’ business, operations and employees. In addition, even if the ENGIE EPS’ results of operations, financial position and growth, and the development of the markets and the industry in which ENGIE EPS operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. The forward-looking statements herein speak only at the date of this announcement. ENGIE EPS does not have the obligation and undertakes no obligation to update or revise any of the forward-looking statements.
