ENCAVIS AG Management Board and Supervisory Board recommend the acceptance
of the voluntary public takeover offer by KKR

EQS-News: ENCAVIS AG / Key word(s): Statement/Takeover
ENCAVIS AG Management Board and Supervisory Board recommend the acceptance
of the voluntary public takeover offer by KKR

02.05.2024 / 09:29 CET/CEST
The issuer is solely responsible for the content of this announcement.

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Corporate News

ENCAVIS Management Board and Supervisory Board recommend the acceptance of
the voluntary public takeover offer by KKR

  * Joint reasoned statement of Management Board and Supervisory Board
    published

  * Offer price of EUR 17.50 per share considered to be fair, adequate and
    attractive

  * Management Board and Supervisory Board support the strategic partnership
    and recommend shareholders to accept the offer

Hamburg, 2 May 2024 - The Management Board and the Supervisory Board of
Encavis AG ("Encavis" or "the Company") today published their joint reasoned
statement pursuant to Section 27 of the German Securities Acquisition and
Takeover Act ("WpÜG") on the voluntary public takeover offer of Elbe BidCo
AG (the "Bidder") to all shareholders of Encavis AG. The Bidder is a holding
company controlled by investment funds, vehicles and accounts advised and
managed by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR").
The family company Viessmann GmbH & Co. KG ("Viessmann") invests as
co-investor in the KKR-led consortium.

After having independently and carefully reviewed and evaluated the offer
document published by the Bidder, both the Management Board and the
Supervisory Board reaffirm their support and recommend all Encavis
shareholders to accept the public takeover offer.

Both welcome the economic and strategic intentions of the Bidder as laid out
in the offer document in which the Bidder reiterated its intention to fully
support Encavis' current growth strategy, including maintaining the existing
management team, and safeguarding employee positions. The intended measures
and objectives have already been largely agreed in the Investment Agreement
which defines a common framework for the future cooperation in detail.

Further, the Management Board and the Supervisory Board of Encavis consider
the offer price of EUR 17.50 per Encavis share to be fair, adequate and
attractive. In the opinion of the Management Board and the Supervisory
Board, the offer price allows shareholders to secure immediately and upfront
a significant share of the targeted long-term value creation, without having
to bear the execution risks and related temporary effects. In assessing the
financial adequacy of the offer price, the Management Board has been advised
by Goldman Sachs and the Supervisory Board by Lazard who both have issued an
opinion confirming the fairness of the offer price which is attached to the
joint reasoned statement. The offer price of EUR 17.50 represents a premium
of 54 percent to the XETRA closing share price of Encavis on 5 March 2024,
the last undisturbed share price prior the ad-hoc release of Encavis on 6
March 2024 that the Company is in discussions with KKR, and 33 percent to
the undisturbed three-month volume weighted average share price prior to 5
March 2024. Further, the offer price exceeds the median of the target price
expectations by equity research analysts for the existing Encavis share that
were published during the three months prior to (and including) 5 March
2024.

Dr Christoph Husmann, Spokesman of the Management Board and Chief Financial
Officer (CFO) of Encavis: "The Management Board continues to expressly
support the envisaged strategic partnership with KKR and Viessmann as
co-investor to accelerate our growth path. The submitted offer is in the
best interest of our stakeholders and the offer price of EUR 17.50 per share
represents an attractive premium for our shareholders, to whom we recommend
acceptance."

Dr Rolf Martin Schmitz, Chairman of the Supervisory Board of Encavis: "After
thorough review of the economic and strategic benefits, we believe this
offer represents a great opportunity for Encavis and its shareholders. As
financially adequate, the offer clearly reflects the value and potential of
the Company."

The acceptance period for the offer during which the shareholders of Encavis
can tender their shares has commenced with the publication of the offer
document on 24 April 2024 and will end on 29 May 2024, 24:00 CEST. Encavis
shareholders may accept the public takeover offer of the Bidder via their
depositary bank. Shareholders are advised to contact their respective
depositary bank to tender their shares. The detailed offer can be found in
the Bidder's offer document at www.elbe-offer.com

The Offer is subject to a minimum acceptance threshold of 54.285 percent at
the expiry of the acceptance period. This threshold ensures that the Bidder
will retain at least 50 percent of the shares at closing in case holders of
the hybrid convertible bonds decide to exercise their conversion rights
during the transaction. The closing of the public takeover offer is also
subject to various offer conditions, including the receipt of official
approvals regarding foreign investment clearances, merger clearances and
holder control proceedings. Closing of the transaction is expected in Q4
2024.

Post-settlement, the Bidder intends to delist Encavis from the stock
exchange as soon as legally and practically possible after closing. In the
Investment Agreement, the Management Board has undertaken, subject to its
fiduciary duties, to support a delisting if so requested by the Bidder in
the future. Further, the Bidder has undertaken vis-à-vis Encavis not to
enter into a domination and profit and loss transfer agreement for at least
two years from closing.

The Bidder and the persons acting jointly with the Bidder have already
secured approximately 31 percent of the shares and voting rights in Encavis
through binding agreements with existing shareholders of the Company.

The detailed terms and conditions of the takeover offer as well as the
completion conditions can be found in the offer document.

The joint reasoned statement of the Management Board and the Supervisory
Board of Encavis AG on the voluntary public takeover offer of the Bidder
published on 2 May 2024 is available free of charge at Encavis AG, Investor
Relations, Große Elbstraße 59, 22767 Hamburg, Germany, email: ir@encavis.com
(stating a complete postal address). In addition, the statement has been
published on Encavis´ website:
https://www.encavis.com/en/green-capital/investor-relations/strategic-partnership

The joint reasoned statement, any additions and/or additional statements on
possible amendments to the takeover offer are published in German and in a
non-binding English translation. Only the German versions are authoritative.


Please kindly note that only the joint reasoned statement of the Management
Board and the Supervisory board is authoritative. The information in this
press release does not constitute an explanation or supplement to the
contents in the joint reasoned statement.

***

About Encavis
The Encavis AG (Prime Standard; ISIN: DE0006095003; ticker symbol: ECV) is a
producer of electricity from Renewable Energies listed on the MDAX of
Deutsche Borse AG. As one of the leading independent power producers (IPP),
Encavis acquires and operates (onshore) wind farms and solar parks in twelve
European countries. The plants for sustainable energy production generate
stable yields through guaranteed feed-in tariffs (FIT) or long-term power
purchase agreements (PPA). The Encavis Group's total generation capacity
currently adds up to around 3.5 gigawatts (GW), of which around 2.2 GW
belong to the Encavis AG, which corresponds to a total saving of around 0.8
million tonnes of CO2 per year stand-alone for the Encavis AG. In addition,
the Group currently has around 1.2 GW of capacity under construction, of
which around 830 MW are own assets.

Within the Encavis Group, Encavis Asset Management AG offers fund services
to institutional investors. Another Group member company is Stern Energy
S.p.A., based in Parma, Italy, a specialised provider of technical services
for the installation, operation, maintenance, revamping and repowering of
photovoltaic systems across Europe.

Encavis is a signatory of the UN Global Compact as well as of the UN PRI
network. Encavis AG's environmental, social and governance performance has
been awarded by two of the world's leading ESG rating agencies. MSCI ESG
Ratings awarded the corporate ESG performance with their "AA" level and ISS
ESG with their "Prime" label (A-).

Additional information can be found on www.encavis.com



Disclaimer on forward looking statements

This publication contains "forward-looking statements" with respect to
Encavis´ results of operations, financial condition, liquidity, prospects,
growth, and strategies. Forward-looking statements include, but are not
limited to, statements regarding objectives, targets, strategies, outlook,
and growth prospects, including guidance for the financial year ending 31
December 2024, medium-term targets, new site builds, Encavis´ working
capital, capital structure and dividend policy, future plans, events, or
performance, economic outlook, and industry trends. This publication
constitutes neither an offer to purchase nor a solicitation of an offer to
sell shares or other securities of Encavis AG. The public takeover offer
itself as well as its terms and conditions and further information relating
to the public takeover offer are published in the offer document of Elbe
BidCo AG. Investors and shareholders of Encavis are advised to carefully
read the offer document and all other documents relating to the public
takeover offer, in particular the joint reasoned statement of the Management
Board and the Supervisory Board, as they contain important information.
Encavis shareholders are also advised to seek independent advice, if
necessary, in order to reach an informed decision on the content of the
offer document and the takeover offer.

Forward-looking statements are sometimes, but not always, identified by
their use of a date in the future or such words as "will", "could", "may",
"should", "expects", "intends", "prepares" or "targets" (including in their
negative form or other variations). By their nature, forward-looking
statements are inherently predictive, speculative and involve risk and
uncertainty because they relate to events and depend on circumstances that
may or may not occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those
expressed or implied by these forward-looking statements. All subsequent
written or oral forward-looking statements attributable to Encavis or any
member of the Encavis AG, or any persons acting on their behalf are
expressly qualified in their entirety by the factors referred to above. No
assurances can be given that the forward-looking statements in this document
will be realised. Any forward-looking statements are made of the date of
this announcement. Subject to compliance with applicable law and
regulations, Encavis does not intend to update these forward-looking
statements and does not undertake any obligation to do so. It should be
noted that past results are not an indicator of future results. Interim
results are not necessarily an indicator of the full-year results.

References to Encavis are to Encavis AG and references to Encavis Group are
to Encavis AG and its subsidiaries unless otherwise stated.

Contact:
Encavis AG
Jörg Peters
Head of Corporate Communications & Investor Relations
Tel.: + 49 40 37 85 62 242
E-Mail: IR@encavis.com
http://www.encavis.com


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02.05.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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   Language:       English
   Company:        ENCAVIS AG
                   Große Elbstraße 59
                   22767 Hamburg
                   Germany
   Phone:          +49 4037 85 62 -0
   Fax:            +49 4037 85 62 -129
   E-mail:         info@encavis.com
   Internet:       https://www.encavis.com
   ISIN:           DE0006095003
   WKN:            609500
   Indices:        MDAX
   Listed:         Regulated Market in Frankfurt (Prime Standard),
                   Hamburg; Regulated Unofficial Market in Berlin,
                   Dusseldorf, Munich, Stuttgart, Tradegate Exchange
   EQS News ID:    1894157

End of News EQS News Service
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1894157 02.05.2024 CET/CEST