07/10/2019, 06:45
| Ad hoc announcement pursuant to Art. 53 LR
Lausanne – The Board of Directors of Alpiq Holding Ltd. has published the report on the voluntary public purchase offer by Schweizer Kraftwerksbeteiligungs-AG (SKBAG), a subsidiary of CSA Energy Infrastructure Switzerland (CSA). The core component of the report is the Fairness Opinion, which was prepared by PricewaterhouseCoopers (PwC). In its Fairness Opinion, PwC concludes that the offer price of CHF 70 per Alpiq share is fair and appropriate from a financial point of view. CSA has proposed Jørgen Kildahl, Anne Lapierre, Hans Ulrich Meister and Phyllis Scholl as new members of the Board of Directors of Alpiq Holding Ltd. for election by the extraordinary General Meeting.
On 29 May 2019, via its subsidiary SKBAG, CSA announced that Alpiq’s free-float shareholders are to be offered CHF 70 per share. Within the context of the announced voluntary public purchase offer, the Board of Directors of Alpiq Holding Ltd. commissioned PwC as an independent expert to prepare and submit a Fairness Opinion on the appropriateness of the offer price from a financial perspective. Following comprehensive analysis, PwC has calculated a value range of CHF 65 to CHF 73 per Alpiq share. In its Fairness Opinion, PwC concludes that the offer price is fair and appropriate from a financial point of view.
Report of the Board of Directors
As a result of conflicts of interest and the resulting recusal of members, the respective members of the Board of Directors have authorised Jens Alder, as the sole independent member of the Board, to prepare the Board’s report and to submit it as an integral part of the Offer Prospectus. Essentially, the Report of the Board of Directors discusses the advantages and disadvantages of the offer and its effects on Alpiq, so that shareholders have a basis to make an informed decision about accepting the offer.
CSA’s offer period starts on 25 July 2019
Also today, via SKBAG, CSA published the Offer Prospectus for the voluntary public purchase offer. The offer period will begin on 25 July 2019 and is scheduled to end on 9 September 2019; the takeover within the framework of the public purchase offer is scheduled to be executed on 9 October 2019.
Changes in the Board of Directors of Alpiq Holding Ltd.
CSA has proposed proven experts in the fields of energy market, energy legislation and finances for election to the Board of Directors of Alpiq Holding Ltd.: Jørgen Kildahl, Anne Lapierre, Hans Ulrich Meister and Phyllis Scholl. Phyllis Scholl has also been proposed for election to the Remuneration Committee. Shareholders will vote on these election proposals during an extraordinary General Meeting of Alpiq Holding Ltd., which is scheduled to take place on 21 August 2019 in Olten.
- Find the Report of the Board of Directors here (German and French)
- Find PwC’s Fairness Opinion here (German and French)
- 05/29/2019: Public takeover offer to Alpiq shareholders announced
- 05/28/2019: EOS and Primeo Energie conclude acquisition of the block of Alpiq shares
- 04/05/2019: EOS and Primeo Energie acquire block of Alpiq shares from EDF
Find more information about Alpiq on www.alpiq.com