Falck Renewables to Sell to Infrastructure Investment Fund for €2.5 Billion

Cleary Gottlieb is representing Falck Renewables S.p.A. (Falck Renewables) in its sale to Infrastructure Investments Fund, an investment vehicle advised by J.P. Morgan Investment Management, of the entire controlling interest held by Falck S.p.A. in Falck Renewables, equal to 60% of its share capital.

The buyer has been selected as a new strategic partner able to support Falck Renewables’ medium- to long-term growth plans.

The share purchase agreement, entered into on October 20, 2021, provides for a consideration of €8.81 per share (corresponding to an overall valuation of the company’s current share capital equal to, approximately, €2.5 billion), with a significant premium over the volume weighted average share price referring to the last three, six, and 12 months. The transaction is expected to close in the first quarter of 2022, subject to the relevant antitrust and regulatory approvals.

Subsequent to the closing, the buyer will launch a mandatory cash tender offer on the remaining share capital of Falck Renewables, at the same price per share, with the intention of achieving the delisting of the company. Subject to the closing, the buyer also intends to launch a cash tender offer, at the same terms and conditions, on the company’s convertible bonds.

Falck Renewables is a leading company in the European and U.S. renewable energy sector, listed on the STAR segment of the Italian Stock Exchange.