Siemens Energy AG / DE000ENER6Y0

15.11.2023 - 09:08:39

EQS-RPT: Siemens Energy AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution

EQS Related Party Transactions announcement: Siemens Energy AG / Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]
Siemens Energy AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution

15.11.2023 / 09:08 CET/CEST
Dissemination of a Related Party Transactions announcement transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

On 14 November 2023, Siemens Energy, and its wholly-owned subsidiaries Siemens Energy Global GmbH & Co. KG and Siemens Energy Holding B.V., and Siemens AG and its wholly-owned subsidiaries Siemens International Holding B.V. and Siemens Metals Technologies Vermögensverwaltungs GmbH, have entered into an amendment agreement to the shareholders’ agreement regarding Siemens Ltd. (India) (SHA Amendment) and a tax allocation agreement, and intend to conclude a share purchase agreement (SPA). On this date, Siemens AG holds approx. 25.1% of the shares in Siemens Energy AG and is therefore, together with its aforementioned wholly-owned subsidiaries, considered a related party within the meaning of Section 111a (1) Sentence 2 of the German Stock Corporation Act.

The SPA governs the sale of an 18% stake in Siemens Ltd. (India) to Siemens AG. The purchase price for the shares amounts to EUR 2.081 billion, and was determined based on the volume weighted average price of Siemens Ltd.’s stock during the 5 trading days preceding the 14 November 2023 – entailing a discount of 15% per share on such stock price. Based on the assessment of a financial institution, who also prepared a fairness opinion, the purchase price is appropriate from a financial perspective. As already laid out in principle in the original shareholders’ agreement, the parties agreed in the SHA Amendment to initiate the demerger process of the energy business operated by Siemens Ltd. into a separate legal entity in short term, followed by a listing of such entity on the Indian Stock Exchange (Energy ListCo). Siemens Energy is obliged to swap its remaining stake in Siemens Ltd. against a stake in the Energy ListCo in one or several transactions (Share Swaps) at the expected date three years after the listing of Energy ListCo. The agreement provides that the Share Swaps are to be effected at a fair value price based on the applicable stock price at the time of the transfer. In addition, Siemens Energy is obliged under the SHA Amendment to acquire further shares in Energy ListCo from Siemens AG or one of its subsidiaries in order to reach a total shareholding of 51% together with the shares acquired through the Share Swaps. Furthermore, the SHA Amendment provides for the parties to continue a cooperation in India to the extent it was already agreed in the original shareholders’ agreement as described in the 2020 prospectus, also after the demerger until Siemens AG holds less than a 5% stake in Energy ListCo. Material breaches of the agreement including material infringements of the agreed cooperation may lead to a substantial contractual penalty to the detriment of Siemens Energy. Certain taxes arising from the separation of the energy business in India, if they occur, shall be allocated between the parties.

In addition, Siemens Energy and Siemens AG intend to agree on the following in connection with guarantee facilities and the granting of recourse to guarantors: Siemens Energy will receive a put option in respect of a 5% stake in Siemens Ltd. which is previously transferred to a wholly-owned subsidiary of Siemens Energy. In the event of a guarantee claim as further specified, Siemens Energy shall be entitled to exercise the put option in exchange for a fixed option price to be paid by Siemens AG in the amount of EUR 750 million. In addition to the proceeds from the put option, deferred receivables from ongoing business relationships in the amount of EUR 250 million shall also be available for a potential recourse of the guarantors. A quarterly interest payment of 5.725% p.a. is payable on the deferred amount.

The supervisory board of Siemens Energy approved the aforementioned transactions on 14 November 2023 in accordance with Section 111b (1) of the German Stock Corporation Act.

15.11.2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com