Eesti Energia's Takeover of Enefit Green: A Strategic Move to Unlock Immediate Value and Secure Gains

Act Now or Risk Missing Out: The Finite Window to Capitalize on Enefit Green’s Premium Offer

The energy sector in Estonia is on the brink of a seismic shift as Eesti Energia AS executes a bold takeover bid for Enefit Green AS, offering shareholders a 27% premium to exit at €3.40 per share before the May 12 deadline. This move is not merely a financial transaction but a strategic consolidation aimed at solidifying market dominance and eliminating operational redundancies. For shareholders of Enefit Green, the clock is ticking—failure to act before the bid closes could mean being left behind in a compulsory squeeze-out process that may deliver far less value.

The 27% Premium: A Rare Opportunity to Exit at a Premium Before Undervaluation Risks

The €3.40 per share bid price, set at a 27% premium over Enefit Green’s 3-month average trading price of €2.68, is a compelling entry point for investors. This premium reflects Eesti Energia’s confidence in the synergies of combining Enefit Green’s renewable energy assets with its own dispatchable power generation and retail operations.

The bid price is also 47% higher than the closing price on March 26—the day before the bid was announced—highlighting the immediate value creation for shareholders who accept the offer. The offer is structured to incentivize swift action: if 90% of shares are tendered by May 12, Eesti Energia will compulsorily acquire the remainder at the same price. However, if the threshold is not met, shareholders may face extended uncertainty or a revised offer, potentially at a lower price.

The 90% Threshold: A Double-Edged Sword for Holdouts

Eesti Energia already holds 77.17% of Enefit Green’s shares, leaving just 60.3 million shares (22.83%) outstanding. The bid’s 90% ownership trigger means shareholders who reject the offer risk being “squeezed out” under Estonian law if the threshold is met. In such a scenario, non-participating shareholders would receive cash for their shares—but compensation is not guaranteed to match the €3.40 bid.

Legal precedents suggest squeeze-out terms often favor the acquiring company, with compensation sometimes based on diluted valuations or statutory minimums. For shareholders holding Enefit Green beyond May 12, the risk of accepting less than €3.40 post-squeeze-out is real.

Strategic Rationale: A Consolidated Powerhouse for Estonia’s Energy Future

The merger is about more than shareholder value—it’s about operational efficiency and market control. By integrating Enefit Green’s renewable assets into its existing portfolio, Eesti Energia aims to:
- Eliminate redundant administrative costs, such as Enefit Green’s standalone reporting requirements.
- Streamline supply chains and reduce capital expenditure by unifying production and sales.
- Achieve annual cost savings of €40–60 million, freeing capital for reinvestment in green infrastructure.

CEO Andrus Durejko emphasizes that the merger will enable “competitive pricing, improved profitability, and reinvestment in energy infrastructure.” With Estonia’s energy security top of mind, this consolidation positions Eesti Energia to dominate both renewable and conventional energy markets, reducing reliance on foreign suppliers.

Why Act Before May 12?

1. Lock in the 27% Premium: The bid price is a calculated premium over a conservative 3-month average. Waiting risks missing this uplift.
2. Avoid Squeeze-Out Uncertainty: Holdouts may face lower compensation or prolonged legal battles.
3. Capture Undervalued Assets: Enefit Green’s shares have historically traded below their intrinsic value due to fragmented ownership. The bid reflects a fair market valuation for the first time in years.
4. Capitalize on Integration Synergies: The merged entity’s enhanced scale could drive stock performance, but shareholders who miss the bid may miss the upside altogether.

Final Call to Action: Secure Your Gains—Act by May 12

The math is clear: accepting the €3.40/share offer is the safest path to immediate value realization. With Eesti Energia already at 77% ownership, the 90% threshold is within striking distance. Shareholders who tender by May 12 lock in a 27% gain while ensuring they’re not left holding shares in a post-squeeze-out scenario, where terms could be less favorable.

For investors, this is a risk-averse exit strategy with minimal downside. The bid’s certainty contrasts sharply with the uncertainty of waiting—and the potential for lower compensation.

The clock is ticking. The premium is on the table. Act now, or risk losing it all.

Final bid deadline: May 12, 2025 at 16:00 EEST. Settlement for accepting shareholders occurs by May 16.