Hengeler Mueller advises Fortum in Takeover Offer to Shareholders of Uniper SE and E.ON's Acceptance of the Offer

11. January 2018

Fortum Oyi, a Finnish listed company at Nasdaq Helsinki, published a voluntary tender offer for all outstanding shares of Uniper SE on 7 November 2017. Pursuant to the offer, Uniper shareholders who tender their shares will receive a total value of EUR 22 per share in cash. The offer does not include a minimum acceptance threshold and is subject to customary closing conditions, including antitrust and other regulatory approvals. Based on an agreement dated 26 September 2017, E.ON had the right to tender its 46.65% stake in Uniper into the offer. On 8 January 2018, E.ON decided to accept the offer and, following settlement of the offer, sell its 46.65% stake to Fortum for EUR 22 per share. This represents a purchase price of EUR 3.76 bn. The total value of the Fortum offer amounts to appr. EUR 8 bn.

Hengeler Mueller is comprehensively advising Fortum on this transaction. The Hengeler Mueller team is led by partners Rainer Krause (Düsseldorf) and Joachim Rosengarten (Frankfurt) (both Corporate/M&A) and includes Martin Klein (Tax), Daniela Böning and Nikolaus Vieten (both Financing) (all Frankfurt), Dirk Uwer (Regulatory, Düsseldorf) and Christian Hoefs (Employment, Frankfurt), counsel Matthias Cloppenburg (Corporate/M&A), Daniel J. Zimmer and Jörg Meinzenbach (both Regulatory, Düsseldorf) as well as associates Christian Strothotte, Gerrit Forst (both Düsseldorf), Johannes Baumann (Frankfurt), Florian Hassner (Düsseldorf) (all Corporate/M&A), Till Hiemenz-Müller (Financing), Marius Marx (Tax) (both Frankfurt) and Moritz Rademacher (Regulatory, Berlin).