Fortum's Uniper investment

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Fortum wants to drive the change towards a cleaner world. Change, however, does not happen overnight, it requires persistence. The future energy system must be secure, flexible and clean. Alongside wind and solar energy, we need secure production to ensure the functionality of society at all times. Additionally, we need flexible, adjustable hydropower and gas power to ensure energy availability also when the wind isn’t blowing, or the sun isn’t shining.

Fortum is a forerunner in low-carbon energy production, circular economy, and sustainable urban solutions. Uniper is a successful company that owns both secure and flexible production. About half of the company’s production capacity is low-carbon gas power, and about 20% is carbon-free hydro and nuclear power.

We expect a good return on our investment, and we believe that we can achieve even more by working together with Uniper. At the same time, we want to pay a good dividend to our shareholders.

In line with our vision, we will continue the work at Fortum for a cleaner world.

Fortum has been and remains ready to discuss constructively with Uniper the best way forward for both companies. We are confident that together we can make a joint vision reality.

Pekka Lundmark

President and CEO

Public takeover offer for all Uniper shares

In September 2017, Fortum announced it had signed a transaction agreement with E.ON under which E.ON had the right to decide to tender its 46.65 % shareholding in Uniper SE into Fortum’s public takeover offer (PTO). In November 2017, Fortum launched a voluntary public takeover offer to all Uniper shareholders at a total value of EUR 22 per share, implying a premium of 36 % to the price prior to intense market speculation on a potential transaction at the end of May 2017. In February 2018, Fortum announced that shareholders representing 47.12 % of the shares in Uniper had accepted the offer.

Regulatory approvals

The PTO was conditional to regulatory and merger control approvals in several countries. During the second quarter of 2018, Fortum received the required clearances in Russia under the Strategic Investment Law as well as Competition Law. The clearances allow Fortum the acquisition of up to 50 % of shares and voting rights in Uniper. During the second quarter, Fortum also received an unconditional merger clearance decision from the European Commission. Clearances in the United States and South Africa had already been granted earlier.

49.99 % ownership at year-end 2018

On 26 June 2018, Fortum closed the offer and became the largest shareholder in Uniper with 47.35 % of the shares. Fortum paid a total consideration of EUR 3.7 billion for all shares tendered (EUR 21.31 per share). The total consideration was financed with existing cash resources of EUR 1.95 billion and bridge loan financing of EUR 1.75 billion from committed credit facilities. Since June 2018, Fortum has increased its shareholding in Uniper to further secure its voting position in any future Uniper General Meeting. On 31 December 2018, Fortum owned 49.99 % of the shares in Uniper.

Uniper is reported as an associated company

The share of Uniper’s profit will contribute to the EPS and dividends to the cash flow of Fortum. As a result of this transaction, Fortum’s leverage rose above Fortum’s long-term target level for net debt/EBITDA ratio of around 2.5x. Over time, however, Fortum expects its cash generation in combination with the dividend from Uniper to reduce this ratio towards the stated target.

Fortum has consolidated Uniper as an associated company from 30 June 2018.

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