PNE AG agrees to takeover by Morgan Stanley Infrastructure (updated)

Forza Petroleum

10/10/2019 10:22

* Offer of 4 euros per share
    * PNE shares up 4%
    * Shareholder ENKRAFT says offer too low

 (Adds comment from top shareholder, context)
    FRANKFURT, Oct 10 (Reuters) - Germany's PNE AG  PNEGn.DE 
has agreed to a takeover offer from Morgan Stanley
Infrastructure (MSIP) which values the wind energy project
developer at 300 million euros ($330 million), it said on
Thursday, drawing criticism from a top shareholder.
    The fund said it intends make an offer worth 4 euros a
share, a 31% premium to when their talks were announced on Aug.
26, subject to receiving over 50% acceptance. 
    It plans to delist the company after completion.
    MSIP had said it could offer 3.50-3.80 euros per share, but
increased its bid after other suitors began conducting due
diligence on PNE.  urn:newsml:reuters.com:*:nL5N2692WP
    PNE had caught the eye of Australia's Macquarie  MQG.AX ,
Swedish private equity firm EQT  EQTAB.ST  and Canadian energy
group Oryx  OXC.TO , people familiar with the matter said.
    PNE shares were up 4.0% at 4.02 euros at 0920 GMT. They have
risen about 65% this year.
    But PNE shareholder ENKRAFT Capital, which holds a 2.7%
stake, said the offer significantly undervalued PNE given its
development pipeline and prospects in the global renewables
market.
    "PNE's management and supervisory board seem to primarily
want to help Morgan Stanley to secure an attractive
transaction," said Benedikt Kormaier, managing director of
ENKRAFT.
    "In particular, the threat of a delisting of the shares post
the offer is an attempt by the management board to get rid of
existing shareholders cheaply."
    PNE has a pipeline of onshore wind projects of nearly 5
gigawatts (GW). It trades at just 3.3 times core earnings while
larger peer Encavis  HWAG.DE  trades at 11.2 times.
    ENKRAFT, which is being advised by Frankfurt-based 7Square,
previously said it would back a special audit should the company
not run a fair and transparent M&A process.
    ($1 = 0.9090 euros)

 (Reporting by Arno Schuetze and Christoph Steitz; editing by
Michelle Martin and Jason Neely)
 ((arno.schuetze@thomsonreuters.com; +49.69.7565.1197; Reuters
Messaging: arno.schuetze.reuters.com@reuters.net))