A Macquarie Group Ltd. (MQG) infrastructure fund agreed to buy Theolia SA (TEO) in a deal valuing the French wind developer at an estimated 356 million euros ($458 million) after a debt restructuring that helped fend off bankruptcy.
Theolia’s board and main shareholders recommended the 1.70 euro a share offer, the Aix-En-Provence-based company said today in a statement on its website. The proposal represents a 51.8 percent premium over the last share price before the offer and 40.8 percent above the volume-weighted average price over one month, it said.
The offer caps efforts to turn Theolia’s fortunes around after a lack of project financing during the global financial crisis. Theolia agreed in 2009 to sell assets, save costs and restructure 240 million euros of convertible bonds including an extension of early redemption for holders to Jan. 1, 2015.
The bid implies an enterprise value of 356 million euros, said analysts at Kepler Cheuvreux who advised shareholders to accept the offer. The estimate is based on Theolia’s net debt reported at the end of 2012, which was before the company bought wind developer Breeze Two Energy GmbH & Co. in January.
“This friendly takeover offer is a great opportunity,” Theolia Chief Executive Officer Fady Khallouf said in the statement. “It would allow Theolia to both repay the convertible bond and increase its capacity for future development.” Four shareholders, including Khallouf, with a 13.45 percent stake have committed to sell their shares. The deal is subject to obtaining two-thirds of voting rights.
Theolia operates 1,269 megawatts of wind including plants on behalf of customers in France, Germany and Italy. It also has 50 megawatts in Morocco, where it plans to develop 300 megawatts to replace current turbines and build new sites.
The deal gives Macquarie access to Theolia’s newly acquired wind parks in Germany and France that receive preferential prices for power, according to Daniel Shurey, an analyst at Bloomberg New Energy Finance. It also enables Macquarie to benefit from any sale of proven operations, including Italian developments, at a premium price, with the potential for revenue from services contracts.
“This longer term position will be a key pull factor for Macquarie,” Shurey said.
MEIF4 AX Holdings SAS, a unit of the Macquarie European Infrastructure Fund managed by Macquarie Infrastructure and Real Assets, also offered 0.85 euros a non-consolidated share, and 15.29 euros a convertible bond plus accrued interest.
The company had 109 million euros of convertible bonds at the end of last year, according its annual report. The maximum amount to repay should bondholders request payment on Jan. 1, 2015, is 125.8 million euros, the report shows.
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