DGAP-Adhoc: Siemens Energy AG: Voluntary cash purchase offer for outstanding shares in Siemens Gamesa Renewable Energy, SA

Siemens Energy AG (Siemens Energy) announces, through its wholly owned subsidiary Siemens Energy Global GmbH & Co. KG (the Bidder), a voluntary cash purchase offer for all outstanding shares in Siemens Gamesa Renewable Energy, SA (SGRE), i.e. approx 32.9 percent of the share capital of SGRE. The remaining approximately 67.1 percent of the shares in SGRE are already held by the Bidder. The offer price is 18.05 per share. As part of the public tender offer, shareholders of SGRE will receive a premium of 27.7 percent to the last unaffected closing price of SGRE shares of 14.13 on May 17, 2022. The offer price exceeds the previous volume weighted average price (VWAP) of SGRE shares six months prior to the date of this publication, calculated in accordance with Spanish market practice and Spanish takeover law.

The auditing company PwC was commissioned as an independent valuer to prepare a valuation report required under Spanish law for delistings. After successful completion of the transaction, Siemens Energy intends to delist SGRE from the Spanish stock exchanges. SGRE is currently traded there as a member of the IBEX-35 index.

The transaction will support management in addressing the current challenges at SGRE. At the same time, it underlines the strategy of Siemens Energy as one of the leading energy technology companies with a clear focus on ESG (environment, social issues, responsible corporate governance) and offers significant potential for the company and its relevant stakeholders to create value. The combined company can benefit from significant cost and revenue synergies.

Binding financing commitments exist from Bank of America and JP Morgan to finance the purchase offer. Siemens Energy continues to aim for a solid investment grade rating. Assuming that the offer is accepted in full, Siemens Energy intends to finance up to 2.5 billion of the transaction volume with equity or equity-like instruments. The remainder would be financed through debt and existing cash. Depending on market conditions, equity could be raised in a first step, excluding subscription rights.

The mandatory notice required under Spanish takeover law will be published on the website of the Spanish Securities and Exchange Commission (CNMV) at the following link: www.cnmv.es. Upon approval by the CNMV, the offer document detailing the transaction will also be available on the following website: www.siemens-energy.com/sgre. The transaction is expected to be completed in the second half of 2022.