Eesti Energia stake in Enefit Green surpasses 97% after successful takeover

The voluntary takeover offer by Eesti Energia to minority shareholders of Enefit Green, which concluded on Monday, increased Eesti Energia's stake in Enefit Green to 97.2 percent. This means Eesti Energia is now entitled to acquire the remaining shares in exchange for financial compensation.
Shareholders who took part in the offer agreed to sell a total of 52,940,905 shares to Eesti Energia, representing approximately 20 percent of all shares. In total, shareholders submitted 34,103 sell orders under the voluntary takeover offer, covering 88 percent of all freely traded Enefit Green shares. All major institutional investors participated in the offer.
Shareholders who participated in the offer will receive the purchase price of €3.40 per share on May 16, assuming the transaction proceeds smoothly. The total value of the voluntary takeover offer came to nearly €180 million, which Eesti Energia is funding from its own resources.
As of the end of the final day of the offer, Eesti Energia held 203,931,405 shares, making up 77.17 percent of all shares. Following the close of the offer, Eesti Energia's ownership increased to 97.2 percent of Enefit Green shares.
The goal of the takeover offer was for Eesti Energia to acquire at least a 90 percent stake in Enefit Green. Following the offer, Eesti Energia plans to acquire 100 percent of Enefit Green shares and will do so according to legal procedures by offering financial compensation for the remaining shares.
"This was one of the largest takeover offers in the history of the Baltic capital market, particularly considering Enefit Green's broad base of retail investors. While the transaction may temporarily reduce local market options, such takeovers are a natural part of equity markets. Eesti Energia increasing its stake to 97.2 percent creates a strong foundation for further strategic steps," said Mihkel Torim, head of investment banking at LHV Bank, which advised on the offer.
The offer price was based on three main considerations: market analysis, price targets set by research firms and the opportunity for shareholders to exit the investment profitably. Compared with the March 26, 2025 closing price on the Nasdaq Baltic exchange — the day before the takeover offer was announced — the offer price was 47 percent higher. It was also 27 percent higher than the average trading price over the previous three months.
Additionally, Eesti Energia plans to offer retail investors the opportunity to subscribe to bonds issued by the Eesti Energia Group, which will be listed on the Baltic exchange. The bond offering is scheduled to begin, at the latest, in June following the end of the voluntary takeover period. At this stage, the bond offering is still in the planning phase. According to current regulations, the Financial Supervision Authority must also approve the bond offering prospectus before it can be launched.
The goal of the takeover is to bring Enefit Green entirely back under Eesti Energia's ownership in order to create an integrated energy group. This would enable the company to offer electricity at more competitive prices, increase profitability and restore its capacity to invest.
Eesti Energia CEO Andrus Durejko has previously said that in order to restore the group's overall investment capacity, Eesti Energia had no choice but to bring Enefit Green back under its ownership.
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Editor: Marko Tooming, Marcus Turovski