Update on acquisitions of ASX-listed renewables developers

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Sydney-based renewables company Infigen Energy received on Tuesday an official bidder’s statement from Philippines-linked investment company UAC Energy Holdings urging shareholders to accept its all-cash bid of $0.80 a share. Following a preliminary analysis, Infigen termed the $777 million bid announced last week as “opportunistic” and “highly conditional”.

Nonetheless, the company is still considering the offer and has recommended shareholders to take no action at this stage. The offer was made by UAC Energy Holdings, a joint venture of Ayala’s AC Energy Philippines Inc and Hong Kong-based UPC Renewables Group, after the consortium already took a 12.8% stake in the target company through an on-market raid last week. On Tuesday this week, UAC increased direct and indirect stake in Infigen to 13.40%, after securing an additional 5.6 million shares.

While Infigen has raised concerns about whether the offer was fully-funded and termed the takeover proposal “opportunistic”, pointing to the hit Australian energy prices have taken since Covid-19 hammered markets, the official bidder’s statement submitted by UAC argued the offer was “particularly attractive”.

“The offer is particularly attractive in the context of recent falls in electricity prices as well as Infigen’s relatively high debt servicing costs, its limited track record in paying distributions and developing its growth pipeline, and decisions taken by Infigen to suspend investment in a number of projects and defer the delivery of its development pipeline,” UAC said in the statement.

To underline the value of its offer, UAC has argued that the Sydney-based renewables developer has “significantly underperformed”. However, Infigen Energy has reiterated its advice to shareholders to take no action, saying that “the proposed offer is highly conditional and includes some conditions that may never be capable of being satisfied.”

One of the conditions that might be difficult to meet is securing the Australian government’s approval with the offer subject to the Foreign Investment Review Board (FIRB). In late March, the federal government announced temporary changes to FIRB approval processes, including extended timeframes for considering applications from 30 days to up to six months. “Accordingly, there is a risk of an extended timeframe for the FIRB and Government considering the application from UAC which would result in the Proposal remaining conditional for at least that extended time frame,” Infigen said.

If successful with its takeover bid, which many have termed as “hostile”, UAC would acquire 670 MW of Infigen’s wind projects located across New South Wales, South Australia, and Western Australia, as well as its gas turbine in NSW, contracted assets in Victoria and a 25MW/52MWh Tesla battery collocated with the Lake Bonney Wind Farm in South Australia.

UAC’s development portfolio in Australia already includes a number of massive projects: the 1,000 MW Robbins Island Renewable Energy Park and the 1,200 MW Jim’s Plain Renewable Energy Park in north-west Tasmania, both of which would form a major part of the state’s Battery of the Nation Project.

The bidder has the NSW state government’s approval to develop the 720 MW New England Solar Farm in regional New South Wales. It is also pursuing the 300 MW Bridle Track Solar Farm in South Australia, the 160 MW Axedale Solar Farm in Victoria, and the 250 MW Baroota pumped hydro project in South Australia.

UAC has been active in Australia since 2017 as an Australian proprietary company that is 75% owned by AC Energy and 25% by UPC Renewables Australia, both of which are ultimately owned the Philippines based Ayala Group.

Windlab acquisition moves forward

The acquisition of another publically listed renewable energy developer, Windlab, passed an important milestone last week after shareholders overwhelmingly voted in support of the deal. The developer behind the landmark Kennedy Energy Park, Australia’s first project on a major grid to combine wind, solar and battery technologies, received the takeover bid in March from a consortium consisting of private equity investor Federation Asset Management and Squadron Wind Energy Development, owned by Andrew Forrest’s Minderoo Group.

Already a major Windlab shareholder with an 18.4% stake, Federation had previously offered to pay Windlab $1 per share, valuing the company at around $70 million. The offer represented a nearly 40% premium on the share price prior to the announcement of the takeover bid with Windlab’s shares trading at around $0.72.

Prior to the vote, the Windlab board of directors unanimously recommended that shareholders approve the offer. The company announcement released on Friday revealed that 99.6% of shareholder votes cast on the poll were in favor of the deal.

As part of the takeover proposal, Federation and Squadron have agreed to provide a loan of up to $20 million to Windlab for a period of three years to help the developer manage through any delays on its projects, including the embattled Kennedy Energy Park. Following months of connection delays, Windlab confirmed a $29.4 million write-down on its landmark project.

Prior to the write-down announcement, Windlab and contractors Danish Vestas Wind Systems and U.S. Quanta Services engaged in an out-of-court dispute following an adjudication that ruled Windlab would be the sole party to bear the costs of delays at the Kennedy hub. According to the latest update, the stand-still agreement and the ongoing dispute have been further extended until June 30.

Construction of the Kennedy hub – combining 43 MW of wind, 15 MW of solar and a 2MW/4MWh Tesla battery – was completed in December 2018. The project located east of Hughenden in Queensland was energized in August last year but its commercial operation has been delayed due to complications in the connection process. Today, the project is behind schedule for over 20 months.

The takeover of Windlab, which was originally a spin-off of the CSIRO founded with the goal to commercialize innovative wind farm optimization software but later shifted its focus to project development, is now subject to the approval of the Supreme Court of New South Wales. The acquisition is expected to be finalized by 26 June.

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