CORRECTION: In the Danish version of the announcement, there was an error in the rendering of the transaction value. The correct value is EUR 709m, as also reflected in the English version.
Vestas Wind Systems A/S, Aarhus, 29 October 2020
Company announcement No. 33/2020
Vestas to acquire offshore business in joint venture
Vestas Wind Systems A/S (Vestas), and Mitsubishi Heavy Industries, Ltd. (MHI), have signed an agreement that Vestas will acquire MHI’s shares in the MHI Vestas Offshore Wind (MVOW) joint venture, against MHI acquiring 2.5 percent in Vestas and being nominated to a seat in Vestas’ Board of Directors, thus strengthening the partnership within sustainable energy between the two companies.
Vestas is to acquire MHI’s 50 percent share of the MVOW joint venture against 5,049,337 shares in Vestas that will be issued at closing of the transaction, corresponding to 2.5 percent of Vestas’ nominal share capital after the capital increase. The transaction has a value of approx. EUR 709m, based on the volume-weighted average of the price for shares in Vestas as quoted on Nasdaq Copenhagen the last five days up to and including 28 October 2020. Following a decision made today by the Board of Directors of Vestas, and subject to completion of the transaction, the share capital of Vestas will be increased by a nominal value of DKK 5,049,337, divided into shares of DKK 1 each, pursuant to the authorisation in article 3(1)(b) of Vestas’ Articles of association.
If the transaction is approved by the competition authorities, MHI will through MHI Holding Denmark ApS (MHI Denmark), subscribe for nominally DKK 5,049,337 new shares, divided into shares of DKK 1 each, by contribution in kind of MHI Denmark’s shares in the MHI Vestas Offshore Wind (MVOW) joint venture. The new shares shall be subscribed at a price of DKK 1,045 per share of nominally DKK 1, calculated as the volume-weighted average of the price for shares in Vestas as quoted on Nasdaq Copenhagen A/S the last five business days open for trading up to and including 28 October.
Subscription and payment of the new shares shall be made by MHI Denmark at the date of completion of the transaction, but no later than 12 months after the date of the decision by the Board of Directors to issue the shares. Vestas is subject to certain obligations to offer MHI Denmark rights to subscribe for shares against cash payment in the event of a rights issue to shareholders in the period until closing of the transaction to ensure that any changes to the size of the nominal value of Vestas shares do not subsequently impact MHI Denmark’s proportionate holdings.
The new shares will have the same rank (“pari passu”) as the existing shares in Vestas and shall carry a right to dividend from the date of registration of the capital increase with the Danish Business Authority. Following completion of the capital increase, the registered share capital of Vestas will amount to nominally DKK 201,973,452, divided into 201,973,452 shares of DKK 1 each. The new shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen as soon as possible following closing of the transaction.
The share issue will be made pursuant to applicable exemptions from the obligation to publish a prospectus as a directed issue and private placement at market value and without pre-emption rights for Vestas’ existing shareholders.
Vestas’ planning of the expected integration of MVOW into the Vestas group will commence immediately and run until transaction closing, focusing on synergies in sales, technology, manufacturing footprint and procurement to sustain customer relationships, lower costs and build a strong shared Vestas culture. Until transaction closing, the executive management of MVOW will consist of Johnny Thomsen, CEO of MVOW, Tatsuichiro Honda, Co-Chief Executive Officer and Chief Financial Officer of MVOW, Kentaro Hosomi, Deputy Chairman of MVOW and CEO, Energy Systems, MHI, and Henrik Andersen, Chairman of MVOW and Group President and CEO of Vestas.
On a stand-alone basis, MVOW is expected to report a consolidated revenue for 2020 of approx. EUR 1.4bn, with an EBIT margin of around 4 percent.
Closing of the transaction is expected to take place within either the fourth quarter of 2020 or the first quarter of 2021.
A press release with more details on the agreement and the future partnership will be published at vestas.com subsequent to this Company announcement.
On Thursday 29 October 2020 at 10 a.m. CET (9 a.m. GMT), Vestas will host an analyst and investor meeting via a conference call. A presentation will be available at www.vestas.com/en/investor before the conference call. The telephone numbers for the conference call are:
Europe: +44 333 300 0804
USA: +1 631 913 1422
Denmark: +45 3544 5577
Conference PIN code: 33373759#
Vestas Wind Systems A/S, Denmark
Patrik Setterberg, Vice President
Tel: +45 6122 1913
Mathias Dalsten, Specialist
Tel: +45 2829 5383
Anders Riis, Senior Director
Tel: +45 4181 3922
This announcement is not a prospectus and investors should not purchase any securities referred to in this announcement on the basis of this announcement. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The transactions described in this announcement and the distribution of this announcement and other information in connection with the transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.
In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States (including its territories and possessions, any state of the United States and the District of Columbia, the United States), Australia, Canada or South Africa, or in any jurisdiction to whom or in which such offer or solicitation is unlawful (Excluded Territories). Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended (the U.S. Securities Act) or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this announcement would only be offered or sold outside the United States. The securities referred to in this announcement have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere.
This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses from the requirement to publish a prospectus for offers of such securities.
201029 33 Company Announcement