Fortum, its subsidiary Uniper and the German government have agreed on a comprehensive stabilisation package to provide financial relief to Uniper. The German government will take a 30% equity stake in Uniper SE by subscribing approximately 157 million new ordinary registered shares at nominal value of EUR 1.70 per share against cash consideration of approximately EUR 267 million. In addition, the German government has committed to make available further capital of up to EUR 7.7 billion against mandatory convertible instruments, as and if needed, to address potential losses. Furthermore, the German state-owned KfW bank will provide Uniper with an additional EUR 7 billion in liquidity support through an increase of its existing credit facility.
As part of the transaction Fortum will have the option to convert its existing shareholder loan to Uniper of EUR 4 billion against a portion of maximum 70% of the mandatory convertible instruments subscribed by the German government.
Closing of the transaction is subject to customary conditions.
Hengeler Mueller advised Fortum on the transaction. The team included partners Daniel Kress, Martin Tasma (both M&A/Restructuring, Berlin), Daniela Böning, Nikolaus Vieten (both Financing, Frankfurt), Rainer Krause (Düsseldorf), Joachim Rosengarten (Frankfurt) (both Corporate/M&A), Jan Bonhage (State Aid and Subsidies), Henning Bälz (European Law) (both Berlin) and Christoph Stadler (Antitrust, Düsseldorf), counsel Matthias Cloppenburg (Corporate/M&A), Jörg Meinzenbach (Public Law/Regulatory) and Anja Balitzki (Antitrust) (all Düsseldorf) as well as associates Alexander Ruckteschler, Tom Shingler (both Financing, Frankfurt), Benedikt Statz (Düsseldorf), Moritz Weidemann (Frankfurt) (both Corporate/M&A), Thomas Ruthemeyer (Public Law/Regulatory, Düsseldorf), Marcus Bsaisou (European Law, Berlin) and Joachim Burger (Antitrust, Brussels).
Hengeler Mueller has been advising the Fortum group for several years and already in connection with Fortum's public takeover offer to the Uniper shareholders in 2017.