Closing of Atlantica’s Acquisition by Energy Capital Partners and Co-Investors Expected December 12
November 04 2024 - 8:05AM
UK Regulatory
Closing of Atlantica’s Acquisition by Energy Capital Partners and
Co-Investors Expected December 12
Closing of Atlantica’s Acquisition by Energy Capital
Partners and Co-Investors Expected December 12
November 4, 2024 – Atlantica Sustainable
Infrastructure plc (NASDAQ: AY) (“Atlantica” or the “Company”),
announced today that the pending acquisition of the Company by
Energy Capital Partners and a group of co-investors (the
“Transaction”) is expected to close on December 12,
2024.
All regulatory approvals required in connection
with Transaction (including clearance by the Committee on Foreign
Investment in the United States and by the Federal Energy
Regulatory Commission in the United States) were received by
October 25th. Due to the limited availability of court dates and
the mutual desire of the parties to effect an orderly closing of
the Transaction, the parties have agreed a date for the hearing of
the High Court of Justice of England and Wales (the “Court”) to
sanction the Transaction on December 10, 2024. Closing will
therefore take place two business days later, on December 12,
2024.
In connection with the scheduling of the
closing, Atlantica and Energy Capital Partners have agreed that
Atlantica may declare and pay a final cash dividend of up to
$0.2225 per Atlantica share on or prior to the closing. The
declaration and payment of that dividend is subject to the approval
and authorization of the Atlantica board of directors at an
upcoming scheduled board meeting. If approved, details of such
dividend, including the relevant record date, are expected to be
confirmed in a further release to be made by the Company in
relation to its third quarter 2024 results, expected to be
published on November 14, 2024 after market close.
For further information regarding the
Transaction and the relevant agreements related thereto, please see
the Report of Foreign Private Issuer on Form 6-K filed on May 28,
2024 by the Company, including the exhibits thereto and the Report
of Foreign Private Issuer on Form 6-K filed on July 16, 2024,
including the exhibits thereto. The descriptions of the Transaction
and such agreements outlined above do not purport to be complete
and are qualified in their entirety by reference to the full text
of such agreements which are exhibits to the abovementioned Reports
of Foreign Private Issuer on Form 6-K.
Forward-Looking Statements
This press release includes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives,
assumptions, strategies, future events or performance (often, but
not always, through the use of words or phrases such as “may
result”, “are expected to”, “will continue”, “is expected”, “likely
to be”, “believe”, “will”, “could”, “should”, “would”, “estimated”,
“may”, “plan”, “potential”, “future”, “projection”, “goals”,
“target”, “outlook”, “predict”, “aim” and “intend” or words of
similar meaning) or the negative of these terms or other comparable
terminology are not statements of historical facts and may be
forward looking. Such statements occur throughout this report and
include statements with respect to the Transaction and the
implementation of the Scheme, the proposed timing and various
actions and other conditions contemplated in respect of the
Transaction and the Scheme.
The forward-looking statements in this report
are subject to numerous risks, uncertainties, estimates and
assumptions, including risks relating to (a) Bidco’s and
Atlantica’s ability to complete the Transaction on the proposed
terms or on the anticipated timeline, or at all, the sanction of
the Scheme by the High Court of Justice of England and Wales or the
satisfaction of other closing conditions to consummate the
Transaction; (b) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Transaction Agreement or any unanticipated difficulties or
expenditures relating to the proposed Transaction; (c) risks
related to diverting the attention of Atlantica’s management from
ongoing business operations; (d) failure to realize the expected
benefits of the Transaction; (e) significant transaction costs
and/or unknown or inestimable liabilities; (f) the risk of
shareholder litigation in connection with the Transaction,
including resulting expense or delay; (g) Bidco’s ability to fund
the cash required to consummate the Transaction; (h) risks related
to future opportunities and plans for the Company, including the
uncertainty of expected future regulatory filings, financial
performance and results of the Company following completion of the
Transaction; (i) disruption of currents plans and operations caused
by the announcement of the proposed closing of the Transaction,
making it more difficult to conduct business as usual or maintain
relationships with current or future customers, employees or
suppliers, financing sources, governmental authorities, and
joint-venture partners; (j) effects relating to the announcement of
the proposed closing of the Transaction or any further
announcements or the consummation of the Transaction on the market
price of Atlantica’s shares and, if the Transaction is not
completed, and the Company continues as a publicly-traded entity,
risks that the announcement of the proposed Transaction and the
dedication of substantial resources of the Company to the
completion of the Transaction could have an impact on its business,
strategic relationships, operating results and activities in
general; (k) risk of having to pay the company termination fee
pursuant to the terms of the Transaction Agreement; (l) regulatory
initiatives and changes in tax laws that may impact the
Transaction; (m) market volatility; and (n) other risks and
uncertainties affecting Bidco and Atlantica and more. The inclusion
of forward-looking statements should not be regarded as a
representation that any transaction shall be consummated, including
the Transaction or the payment of any dividend by the Company.
Given these risks and uncertainties, you should not place undue
reliance on forward-looking statements as a prediction of actual
results. Accordingly, any such statements are qualified in their
entirety by reference to, and are accompanied by, important factors
included in “Part I—Item 3.D.—Risk Factors” in our Annual Report on
Form 20-F for the year ended December 31, 2023 and in any
subsequent reports on Form 6-K (in addition to any assumptions and
other factors referred to specifically in connection with such
forward-looking statements).
Any forward-looking statement speaks only as of
the date on which such statement is made, and we undertake no
obligation to update any forward-looking statement to reflect
events or circumstances, including, but not limited to,
unanticipated events, after the date on which such statement is
made, unless otherwise required by law. New factors emerge from
time to time, and it is not possible for management to predict all
of these factors, nor can it assess the impact of each of these
factors on the business or the extent to which any factor, or
combination of factors, may cause actual results, performance or
achievements, and the timing of events to differ materially from
those contained or implied in any forward-looking statement.
About Atlantica
Atlantica Sustainable Infrastructure plc is a
sustainable infrastructure company that owns a diversified
portfolio of contracted renewable energy, storage, efficient
natural gas, electric transmission and water assets in North &
South America, and certain markets in EMEA (www.atlantica.com)
Chief Financial Officer
Francisco Martinez-Davis
E ir@atlantica.com
|
Investor Relations & Communication
Leire Perez
E ir@atlantica.com
T +44 203 807 67
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