お知らせ • Dec 23
Iberdrola, S.A. (BME:IBE) completed the acquisition of the remaining 18.4% stake in Avangrid, Inc. (NYSE:AGR).
Iberdrola, S.A. (BME:IBE) received a non-binding proposal to acquire remaining 18.4% stake in Avangrid, Inc. (NYSE:AGR) for $2.5 billion in a going private transaction on March 6, 2024. Iberdrola, S.A. entered into a definitive agreement to acquire remaining 18.4% stake in Avangrid, Inc. (NYSE:AGR) for $2.6 billion in a going private transaction on May 17, 2024. As part of the consideration, Iberdrola will pay $34.25 in cash for each share of the Avangrid. Under the terms of definitive agreement, Iberdrola will acquire the remaining 18.4% of the issued and outstanding shares of common stock of Avangrid that it does not currently own for $35.75 per share in an all-cash transaction.
The transaction is subject to the approval by the board and by the Avangrid shareholders and the approval of the Federal Energy Regulatory Commission, the Maine Public Utilities Commission and the New York Public Service Commission. The transaction is not subject to a financing condition. Avangrid board of directors unanimously approved the transaction. Iberdrola board of directors also approved the transaction. As of August 29, 2024, the Federal Energy Regulatory Commission has approved the transaction. As of September 17, 2024, Maine Public Utilities Commission granted Avangrid’s request for an exemption from approval requirements for a change in ownership of Avangrid in connection with Iberdrola. On September 26, 2024, shareholders of Avangrid voted to adopt the agreement and plan of merger. On December 20, 2024, Iberdrola obtained the approval of the New York regulator, after previously obtaining approvals from the federal regulator (FERC) and the Maine regulator. The transaction is expected to close in the fourth quarter of 2024. As of December 20, 2024, closing of the transaction is scheduled for December 23, 2024.
Moelis & Company LLC is serving as financial advisor and fairness opinion provider to the Special Committee of the board of Avangrid, and Jeffrey D. Marell, Ravi Purohit, Steven J. Williams, Nathan Mitchell, Andrea K. Wahlquist Brown, Christopher Gonnella, Andre G. Bouchard and Marta P. Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisor to the Special Committee of the board of Avangrid. David Kurzweil, Eyal Orgad, Natasha Gianvecchio, Anna Biegelsen, Adam Kestenbaum, Krisa Benskin and Joe Kronsnoble of Latham & Watkins LLP is serving as legal advisor to Avangrid. JPMorgan Chase & Co. acted as financial advisor to Iberdrola, S.A. Morgan Stanley & Co. LLC is serving as financial advisor and fairness opinion provider to Iberdrola, and Robert N. Chung and Juanma de Remedios of White & Case LLP and Chang-Do Gong of Clifford Chance US LLP are serving as legal advisors to Iberdrola. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to Avangrid. Avangrid has engaged Okapi Partners LLC and Georgeson LLC to assist in the solicitation of proxies for the Annual Meeting. Avangrid has agreed to pay Okapi Partners LLC and Georgeson LLC an aggregate fee of approximately $100,000, and to reimburse Okapi Partners LLC and Georgeson LLC for certain reasonable out-of-pocket costs and expenses. Iberdrola has agreed to pay Morgan Stanley a fee of €10 million ($10.9 million) for its services, which fee is contingent upon the closing of the Merger. Iberdrola may, in its sole discretion, also pay Morgan Stanley an additional discretionary fee of up to €2 million ($2.2 million) contingent upon the closing of the Merger.
Iberdrola, S.A. (BME:IBE) completed the acquisition of the remaining 18.4% stake in Avangrid, Inc. (NYSE:AGR) on December 23, 2024.