Fortum launches takeover for Uniper

Fortum is in advanced discussions with E.ON concerning E.ON's 46.65% stake in the Germany-based international energy company Uniper. In relation to these advanced discussions, certain questions are currently being clarified with the authorities by E.ON.

Should Fortum reach an agreement with E.ON, Fortum would make a voluntary Public Takeover Offer to all shareholders of Uniper under the German Securities Acquisition and Takeover Act. E.ON could tender its stake of 46.65% in Uniper into the Offer in early 2018.

It is currently considered that under such Offer by Fortum, Uniper shareholders, including E.ON, would receive a total value of EUR 22 in cash per share. The Offer would not be subject to any minimum acceptance threshold. Any
Offer would be subject to customary regulatory approvals.

The total value of €22 per share to be received by Uniper shareholders pursuant to the Offer corresponds to a total equity value of approximately €3.76 billion for E.ON’s 46.65% shareholding in Uniper and of €8.05 billion
for 100% of Uniper’s outstanding share capital.

If the Offer is launched as currently contemplated, Uniper shareholders would have the opportunity to realise attractive and certain value by tendering their shares. The total value implies a premium of 36% to the price prior to intense
market speculation on a potential transaction at the end of May, as well as a 120% premium to the initial trading price post spin-off of EUR 10.

Pekka Lundmark, Fortum's President and CEO, commented:

“The offer would be an attractive opportunity for Uniper shareholders to capture the full value of their investment. Uniper shareholders could lock in the significant share price gains related to a significant degree to the prolonged takeover speculation in recent months."

The transaction currently under discussion is grounded in a strong strategic and financial rationale. The investment would deliver on Fortum's previously announced, disciplined capital redeployment strategy and investment criteria.
Uniper’s businesses are well aligned with Fortum's core competencies, are close to Fortum's home markets and are highly cash generative.