Masdar Acquires TERNA ENERGY - Accelerates Growth in Greece and Eastern Europe

Abu Dhabi Future Energy Company PJSC – Masdar, the UAE’s leading clean energy organization, has finalized its acquisition of 70% of TERNA ENERGY SA (TENERGY.AT) shares. These shares were purchased from GEK TERNA SA (GEKTERNA.AT) and other stakeholders following receipt of all necessary regulatory approvals. The transaction, priced at €20 per share, values TERNA ENERGY at an enterprise worth €3.2 billion. This marks the largest energy transaction ever on the Athens Stock Exchange and stands among the most significant deals in the European renewable energy sector.

Plans for Further Stake Acquisition

With the transaction concluded Masdar will now seek additional regulatory approvals from the Hellenic Capital Markets Commission (HCNC). These approvals are essential for the launch of a mandatory tender offer (MTO) to acquire the remaining shares of TERNA ENERGY through an all-cash deal, reinforcing Masdar’s commitment to fully integrating the company into its portfolio.

TERNA ENERGY’s Role in the Renewable Energy Sector

TERNA ENERGY, a pioneer in renewable energy for over 20 years, boasts the largest and most diverse portfolio of clean energy assets in Greece. Its presence also extends to Bulgaria and Poland, with a focus on wind, solar, biomass, and hydroelectric power. The company’s notable projects include the 680 MW Amfilochia pumped hydro storage facility, one of Europe’s largest such projects. Currently operating with a capacity of 1.2 GW, TERNA ENERGY is set to grow its capacity to 6 GW by 2029. Masdar’s acquisition underlines its confidence in TERNA ENERGY’s growth trajectory and its role in supporting Masdar’s goal of achieving 100 GW global capacity by 2030, accelerating the global energy transition.

Mohamed Jameel Al Ramahi, Chief Executive Officer of Masdar, commented: “Masdar is proud to become the majority shareholder of TERNA ENERGY, bringing together two energy champions. Our committed vision and long-term capital will unlock significant opportunities for further growth in TERNA ENERGY’s expansion as it executes its strategy to support Greece’s renewable energy goals.”

“Masdar’s acquisition strategy has focused on acquiring not just assets, but investing in exceptional teams. Our ambition is to establish TERNA ENERGY as one of our core regional platforms that will help us deliver on our ambitious targets. I look forward to working with Executive Chairman, Georgios Peristeris, and Chief Executive Officer, Emmanuel Maragoudakis, in support of the energy transition in Greece and Europe.”

Georgios Peristeris, Chairman and CEO of GEK TERNA, and Executive Chairman of TERNA ENERGY, said: “Our agreement with Masdar is a reflection of TERNA ENERGY’s unparalleled leading role in the green energy transition in Greece as well as in southeastern Europe, a result of our consistent and tireless efforts over the last 25 years to create the largest and fastest growing clean energy platform in our country. Sharing the same vision with Masdar for clean, affordable and domestically produced energy, we look forward to working together towards a future of endless growth possibilities for TERNA ENERGY”.

Advisors and Legal Support

Masdar was guided through the transaction by Rothschild & Co. as the sole financial advisor, alongside legal counsel from Simmons & Simmons, Bernitsas Law, and Latham & Watkins. On the other hand, GEK TERNA Group received legal support from Reed Smith LLP and Potamitis Vekris, while Morgan Stanley served as the sole financial advisor for TERNA ENERGY.

This acquisition highlights the growing prominence of clean energy investments and Masdar's ambition to lead the global transition to sustainable energy solutions.