Ad-hoc-disclosure according to Art. 17 MAR

RWE and E.ON reach agreement in principle on sale of 76.8 per cent innogy stake via a wide-ranging exchange of business activities

RWE and E.ON reached an agreement in principle according to which RWE shall sell it’s 76.8 per cent stake in innogy SE to E.ON. Binding agreements have not yet been concluded. The sale will be performed via a wide-ranging exchange of business activities and participations.

In exchange for it’s 76.8 per cent stake in innogy RWE would receive a 16.67 per cent participation in E.ON. The shares would be issued by E.ON by way of a 20 per cent capital increase against contribution in kind under the existing authorizations. In addition, RWE would – after E.ON has gained control over innogy – get substantially all of E.ONs renewables business including the economic benefits as of 1.1.2018.

The same would apply to the entire innogy renewables business and innogy‘s gas storage business as well as innogy’s participation in the Austrian utility Kelag. Further, RWE would receive the minority interests currently held by E.ON’s subsidiary PreussenElektra in the RWE-operated nuclear power plants Gundremmingen and Emsland. Finally, the agreement would provide for a EUR 1.5 billion cash payment from RWE to E.ON.

In this transaction, RWE’s 76,8 per cent stake in innogy would be valued with EUR 40.00 per share including the expected dividends of EUR 3.24 per share in total for the fiscal years 2017 (to be paid in 2018) and 2018 (to be paid in 2019), which RWE would still receive until the expected closing of the transaction.

E.ON would make a voluntary public takeover offer in cash to the minority shareholders of innogy. As per today, the offer would sum up to a total value of EUR 40.00 per share. The total value would consist of an offer price per share amounting to EUR 36.76 plus expected dividends per share for of the fiscal years 2017 and 2018 amounting to EUR 3.24 in total, which innogy shareholders would still receive. In case the takeover offer would be completed before innogy’s annual general meeting which resolves on the dividend for fiscal 2018, E.ON’s offer would be increased accordingly in order to meet the total value. RWE would not participate in this offer.

Following completion of the transaction, RWE would combine ownership of the renewables businesses of E.ON and innogy to create a leading European utility for renewables and security of supply with a broadly diversified portfolio of renewable and conventional generation assets, which would be linked via our existing trading business.

Boards of both companies still need to approve the transaction. For the closing of the transaction additional conditions would need to be fulfilled. In particular, antitrust and regulatory approvals would be necessary.

Disclosed by Dr. Ulrich Rust, General Counsel