Nordex SE: Conclusion of a Business Combination Agreement on the acquisition of Acciona Windpower

Nordex SE  / Key word(s): Mergers & Acquisitions04.10.2015 23:22Dissemination of an Ad hoc announcement according to § 15 WpHG, transmittedby DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.---------------------------------------------------------------------------Ad hoc disclosure pursuant to sec. 15 of the German Securities Trading Act(Wertpapierhandelsgesetz, WpHG)Nordex SE: Conclusion of a Business Combination Agreement on theacquisition of Acciona WindpowerHamburg, 4 October 2015, 10:34 p.m. (CET): The Management Board of NordexSE, domiciled in Rostock, whose shares are admitted to trading in theregulated market (Prime Standard) of the Frankfurt Stock Exchange (ISIN:DE000A0D6554; WKN: A0D655), today, with the approval of the SupervisoryBoard, decided to acquire Corporación Acciona Windpower S.L. (AccionaWindpower) from Acciona S. A., Spain (Acciona), and for this purpose toconclude a Business Combination Agreement with Acciona.The transaction agreed in the Business Combination Agreement states thatAcciona will contribute the wind energy business operated by Accionadirectly or indirectly via its wholly owned subsidiary Acciona Windpowerthrough a (mixed) contribution in-kind (gemischte Sacheinlage) to NordexSE. As consideration Nordex SE by means of an increase of its share capitalfrom the authorized capital while excluding the subscription rights willissue to Acciona 16,100,000 new Nordex shares with the same rights as allother shares of Nordex SE at an issue price of EUR 26.00 per Nordex share.In addition, Acciona is to receive a one-off cash payment of EUR 366.4million (to be adjusted according to a cash and debt free basis). The totalconsideration amounts to approximately EUR 785 million. The execution ofthe Business Combination Agreement, including implementation of the capitalincrease, is according to the provisions of the Business CombinationAgreement, subject to the standard market conditions (especially mergerclearance by the competition authorities) and is expected to be completedby the first quarter 2016 at the latest.Following the execution of the transaction agreed in the BusinessCombination Agreement Acciona will hold 16.6 % of the shares in Nordex SE.Furthermore, the main shareholders SKion GmbH and momentum-capitalVermögensverwaltungsgesellschaft mbH have informed Nordex SE that theyintend to enter into a contract on the sale of a part of the Nordex sharesheld (in)directly by them to Acciona immediately after complete executionof the Business Combination Agreement. Following completion of this saleAcciona would probably own a total of approx. 29.9 % of the shares inNordex SE. The Business Combination Agreement with Acciona stipulates thattwo-thirds of the members of the Supervisory Board will be independent ofAcciona in any case for a period of at least five years. Furthermore, for aperiod of three years Acciona undertakes, as a general rule, not topurchase direct or indirect voting rights in Nordex SE and thereby toincrease its stake in Nordex SE to 30% or more. Nordex SE will remain alisted company according to German law with its Head Office remainingdomiciled in Hamburg.Contact:Contact persons: Ralf Peters Oliver KayserDivision: Public Relations / Investor Relations Investor RelationsTel.: +49 40 30030-1522 +49 40 30030-1024Fax: +49 40 30030-1101 +49 40 30030-1101E-Mail: rpeters(at) okayser(at)nordex-online.com04.10.2015 The DGAP Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at and Language:     EnglishCompany:      Nordex SE              Erich-Schlesinger-Straße 50              18059 Rostock              GermanyPhone:        +49 381 6663 3300Fax:          +49 381 6663 3339E-mail:       info@nordex-online.comInternet:     www.nordex-online.comISIN:         DE000A0D6554WKN:          A0D655Indices:      TecDAXListed:       Regulated Market in Frankfurt (Prime Standard); Regulated              Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,              Munich, Stuttgart End of Announcement                             DGAP News-Service ---------------------------------------------------------------------------