Vestas and MHI sign sustainable business agreement

Vestas is to earn MHI’s 50% 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% of Vestas’ nominal share capital after the capital increase. The transaction has a value of approximately €709 million, 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 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 DKK5 049 337, divided into shares of DKK1 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 subscribe for nominally DKK5 049 337 new shares through MHI Holding Denmark ApS (MHI Denmark), divided into shares of DKK1 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 DKK1045 per share of nominally DKK1, 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 DKK201 973 452, divided into 201 973 452 shares of DKK1 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, Chief Executive Officer of MVOW, Tatsuichiro Honda, Co-Chief Executive Officer and Chief Financial Officer of MVOW, Kentaro Hosomi, Deputy Chairman of MVOW and Chief Executive Officer, Energy Systems, MHI, and Henrik Andersen, Chairman of MVOW and Group President and Chief Executive Officer of Vestas.

On a stand-alone basis, MVOW is expected to report a consolidated revenue for 2020 of approximately €1.4 billion, with an earnings before interest and taxes (EBIT) margin of around 4%.

Closing of the transaction is expected to take place within either the 4Q2020 the 1Q2021.

Read the article online at: https://www.energyglobal.com/wind/03112020/vestas-and-mhi-sign-sustainable-business-agreement/