As it has already been publicly announced, Alpiq Holding Ltd.’s anchor shareholders – Schweizer Kraftwerksbeteiligungs-AG (SKBAG), the Consortium of Swiss Minority Shareholders (KSM; consisting of Aziende Industriali di Lugano (AIL) SA, EBL (Genossenschaft Elektra Baselland), EBM (Genossenschaft Elektra Birseck), Eniwa Holding AG, the canton of Solothurn and WWZ AG) and EOS Holding SA (EOS) – intend to acquire 100 percent control of Alpiq Holding Ltd. It has also already been announced that the anchor shareholders intend to achieve this by means of a squeeze-out merger.
Shareholders will decide on squeeze-out merger
Following a motion to this effect, the Board of Directors of Alpiq Holding Ltd. has decided to place a squeeze-out merger on the agenda for resolution at the 12th Annual General Meeting of Alpiq Holding Ltd. on 24 June 2020. The approval of at least 90 percent of all Alpiq Holding Ltd. shares registered in the commercial register is required for the proposal for the squeeze-out merger to be accepted.
Absorption will not affect customers, partners, suppliers and creditors
In the event that the squeeze-out merger, which is to be paid for by SKBAG, is approved, Alpiq Holding Ltd. – as the transferring company – will be merged on the day of the Annual General Meeting by way of absorption with a holding company Alpha 2020 Ltd., which is fully controlled by SKBAG, KSM and EOS. The assets and liabilities will be transferred without affecting creditors by universal succession to Alpha 2020 Ltd., which will be renamed Alpiq Holding Ltd. following completion of the merger. The absorption will also not affect Alpiq’s relationships with customers, suppliers, partners and employees.
Settlement of CHF 70 per Alpiq Holding Ltd. share
All minority shareholders of Alpiq Holding Ltd. will receive a settlement pursuant to Art. 8 Para. 2 of the Merger Act amounting to CHF 70 for each Alpiq Holding Ltd. share held by them at the time of the merger. The interests of the minority shareholders are safeguarded because they will be paid a settlement equal to the value of the registered share of Alpiq Holding Ltd. The settlement also corresponds to the price for Alpiq shares offered by SKBAG within the context of the public purchase offer.
Fairness Opinion and valuation report confirm settlement amount
Within the context of SKBAG’s voluntary public purchase offer, the Board of Directors of Alpiq Holding Ltd. commissioned PwC as an independent expert to prepare and submit a Fairness Opinion on the appropriateness of the offer price from a financial perspective. Following comprehensive analysis, PwC calculated a value range of CHF 65 to CHF 73 per Alpiq share. In its Fairness Opinion, PwC concluded that the offer price is fair and appropriate from a financial point of view.
In the context of the targeted squeeze-out merger, Alantra AG was commissioned to prepare an independent valuation report to be submitted to the Boards of Directors of Alpiq Holding Ltd. and Alpha 2020 Ltd. The Alantra valuation report calculated a value range from CHF 63.30 to CHF 72.50 per Alpiq share and thus confirms that the agreed settlement of CHF 70 per share is appropriate.
This means that shareholders who receive a settlement within the framework of the merger, will be treated identically to those public shareholders who tendered their Alpiq shares in the context of the public purchase offer.
Alpiq is an integral part of a climate-friendly energy future
In the interest of the company, the Board of Directors of Alpiq Holding Ltd. supports a Swiss solution that will enable Alpiq to consolidate and continue to evolve as a major Swiss electricity producer and energy trader over the long term. With a share of 15 to 20 percent of the total electricity generated in Switzerland, Alpiq’s power plants make an important contribution to Switzerland’s security of supply and to the implementation of the Energy Strategy 2050. Thanks to its flexible power plant portfolio, Alpiq is playing its part in an increasingly emission-free, climate-friendly energy future.
Find more information about Alpiq on www.alpiq.com