Abu Dhabi Future Energy PJSC – Masdar (“Masdar”), the UAE’s clean energy leader, announced today that it has reached a definitive agreement with GEK TERNA S.A. (GEKTERNA.AT) and other shareholders of TERNA ENERGY A.V.E.T.E. (TENERGY.AT), with the intention of initially acquiring 67% of the company’s existing shares upon completion of the transaction, subject to regulatory approvals and other conditions.

Following the completion of the transaction, Masdar will launch a mandatory public offer to acquire all of the company’s remaining shares, with the aim of reaching 100%.

The price is 20 euros per share. The transaction and the subsequent offer correspond to a total valuation of TERNA ENERGY at 2.4 billion euros, and an enterprise value of 3.2 billion euros, making it the largest energy transaction ever made on the Athens Stock Exchange and one of the largest in the European market renewable energy sources.

The agreement is expected to provide significant capital investment in Greece and other European countries, supporting TERNA ENERGY’s contribution to Greece’s National Energy and Climate Plan (NECP) and the EU’s goal of zero emissions by 2050. The proposed acquisition demonstrates the scale and ambition of Masdar’s development plans in the region and further cements its role as a trusted global energy transition partner for governments, investors, development agencies and communities around the world.

History and reasons for carrying out the transaction

Founded in 1997, TERNA ENERGY is a leading European clean energy company, with a track record of over 25 years in implementing innovative and sustainable projects. The company specializes in the financing, development, construction and operation of renewable energy facilities, with an emphasis on wind, solar, hydroelectric and pumped storage projects.

The company recently announced its development plan, which aims for an installed renewable energy capacity of 6GW by 2030. With a strong portfolio of projects in Greece and Europe, TERNA ENERGY is the largest investor in the renewable energy sector in Greece .

The proposed acquisition is expected to play an important role in the development of Masdar’s portfolio in Europe, as it aims for a global installed capacity of 100GW by 2030. It also reflects Masdar’s confidence in TERNA ENERGY’s growth prospects, as well as the dynamics of the Greek market and domestic renewable energy sector.

The transaction is fully aligned with GEK TERNA’s strategy to evolve into a leading diversified infrastructure Group in Greece and Southeast Europe, and accelerates the Group’s path towards a new era of growth.

Demonstrating management continuity, TERNA ENERGY’s Executive Chairman, Georgios Peristeris, and CEO, Emmanuel Maragoudakis, will continue in their current management roles following the completion of the transaction and will support Masdar in leading the company through its next phase of growth.

S.A. Sultan Dr. Al Jaber, UAE Minister of Industry and Advanced Technology, Chairman of Masdar and Chair of COP28, said: “Today marks a milestone in Masdar’s strategy to expand its portfolio to 100 GW of clean energy by 2030 and will significantly contribute to installed capacity from renewable energy sources in Greece. As one of the largest transactions in the renewable energy sector in Europe in 2024, this investment reflects the UAE’s clear commitment to the development of clean energy in Greece and Europe and is another important step towards achieving one of the central objectives of the Agreement of the UAE, to triple global installed capacity from renewable energy sources by 2030. In summary, this agreement highlights smart opportunities to develop a responsible and orderly energy transition that will create new industries, new jobs and low-carbon economic growth ».

Mohamed Jameel Al Ramahi, CEO of Masdar, said: “We are bringing capital and global expertise to accelerate the expansion of TERNA ENERGY, supporting Greece’s renewable energy ambitions and expanding Masdar’s global reach. As a leading European RES development platform, TERNA ENERGY is expected to play an important role in Masdar’s growing portfolio in Greece and Europe. We look forward to completing the transaction and starting to work with the TERNA ENERGY management team to strengthen their ambitious development plans to support the energy transition in Greece.”

Giorgos Peristeris, President and CEO of GEK TERNA Group, and Executive Chairman of TERNA ENERGY, said: “Our agreement with Masdar is a tangible recognition of the great value of TERNA ENERGY, the result of the hard work of hundreds of people over more than 25 years. At the same time, it marks the beginning of a new era of even greater growth for the GEK TERNA Group. It is a strong vote of confidence for Greece and its prospects. TERNA ENERGY is the leading RES investor in Greece and a key pillar of the national effort to transition to a future with cleaner and cheaper energy for everyone. A future with greater energy autonomy for our country, based on clean energy that will be produced in our country. And we will continue on the same path with even greater strength.”

Masdar retained Rothschild & Co as sole financial advisor and Simmons & Simmons, Bernitsas Law, Latham & Watkins as legal advisors, in connection with the transaction and financing.

GEK TERNA Group was supported by Reed Smith LLP and Potamitis Vekris, who were the international and Greek legal advisors, respectively, for the transaction, while Morgan Stanley has acted as sole financial advisor to TERNA ENERGY.