Motor Oil (Hellas) Corinth Refineries SA announced that it has acquired 104,000,000 shares of Ellaktor S.A. from Kiloman Holdings Ltd and Greenhill Investments Ltd, which represent 29.87% of the outstanding shares of Ellaktor, at a price of 1.75 euros per share and a total consideration of 182,000,000 euros.
At the same time, Motor Oil has reached an in-principle framework agreement with Reggeborgh Invest BV subject to customary conditions (namely due diligence and regulatory and corporate approvals), for the acquisition of 75% of the shares of a company to be established, which will own Ellaktor’s RES with overall operating capacity of 493MW as well as Ellaktor’s development and storage project pipeline with capacity exceeding 1.6 GW. The enterprise value for the renewable energy segment has been agreed at 1 billion euros (on a cash-free and debt-free basis and normalized working capital) and will be subject to transaction and profitability related adjustments.
Under the agreement, Reggeborgh agreed to vote its shares in support of Motor Oil receiving customary minority protections (representation of Motor Oil in the board of directors of Ellaktor and its subsidiaries as well as customary veto rights for the protection of the value of Motor Oil investment). The agreement also contains provisions to facilitate the potential reduction of Motor Oil’s stake in Ellaktor by 52,000,000 shares starting at the end of a two-year period, at the cost that these shares were acquired as well as other customary provisions.