Abu Dhabi Future Energy Company PJSC - Masdar, the UAE's leading clean energy company, today announced that it has successfully completed the acquisition of 70% of the outstanding shares of TERNA ENERGY SA from GEK TERNA SA and other shareholders, and has received all regulatory approvals. The transaction, completed at a price of EUR 20 per share, values ​​TERNA ENERGY at an enterprise value of EUR 3.2 billion, representing the largest-ever energy transaction on the Athens Stock Exchange and one of the largest in the European Union renewable energy sector.

Following the closing of the transaction, Masdar will seek regulatory approvals from the Hellenic Capital Markets Commission (HCNC) to launch a mandatory cash public tender offer (“IPO”) to acquire the outstanding shares of TERNA ENERGY.

TERNA ENERGY has been a key player in the renewable energy sector for over two decades, holding the largest and most diversified portfolio in Greece, as well as projects in Bulgaria and Poland. The company owns and operates clean energy projects in wind, solar, biomass and hydropower. The Greek renewables leader is also building one of the largest pumped storage hydropower projects in Europe , the Amfilochia project, with a capacity of 680 MW. TERNA ENERGY currently operates a capacity of 1.2 gigawatts (GW).

This acquisition demonstrates Masdar’s confidence in the company’s impressive growth potential, which is targeting 6GW by 2029. TERNA ENERGY will play an important role in enriching Masdar’s portfolio in Europe , which is targeting an overall capacity of 100GW by 2030 to support the energy transition.

Mohamed Jameel Al Ramahi , Chief Executive Officer of Masdar, commented on the transaction: “Masdar is proud to become the majority shareholder of TERNA ENERGY, which brings together two energy champions. Our committed vision and long-term capital will unlock significant growth opportunities for TERNA ENERGY as it implements its strategy to support Greece’s renewable energy goals.”

“Masdar’s acquisition strategy has focused on acquiring not only assets, but also investing in exceptional teams. Our ambition is to establish TERNA ENERGY as one of our key regional platforms that will help us achieve our ambitious goals. I look forward to working closely with Executive Chairman Georgios Peristeris and CEO Emmanuel Maragoudakis to support the energy transition in Greece and Europe.”

Georgios Peristeris , Chairman and CEO of GEK TERNA and Executive Chairman of TERNA ENERGY, said: “Our agreement with Masdar reflects TERNA ENERGY’s unrivaled leadership role in the green energy transition in Greece and South-Eastern Europe , a result of our consistent and tireless efforts over the past 25 years to create the largest and fastest growing clean energy platform in our country. Sharing with Masdar the same vision of clean, affordable and locally produced energy, we look forward to working together towards a future of endless growth possibilities for TERNA ENERGY.”

Masdar has retained Rothschild & Co. as sole financial advisor, and Simmons & Simmons, Bernitsas Law, Latham & Watkins as legal advisors, in connection with the transaction and financing.

GEK TERNA Group was supported by Reed Smith LLP and Potamitis Vekris, who served as the international and Greek legal advisors to the transaction, respectively, while Morgan Stanley acted as sole financial advisor to TERNA ENERGY.

‍