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Barcelona/Oslo, 25 June 2026
Audax Renovables S.A. ("Audax") announces its intention to launch a voluntary
offer (the "Offer") to acquire all outstanding shares in Elmera Group ASA
("Elmera") for a cash consideration of NOK 41.20 per Elmera share (the "Offer
Price"). The Offer Price represents a premium of:
o 39.4% to the closing price as of 24 June 2026 of NOK 29.55
o 38.5% to the volume-weighted average share price adjusted for dividend during
the last 30 calendar days up to and including 24 June 2026 of NOK 29.7
o 33.4% to the volume-weighted average share price adjusted for dividend during
the last 60 calendar days up to and including 24 June 2026 of NOK 30.9
o 31.4% to the volume-weighted average share price adjusted for dividend during
the last 90 calendar days up to and including 24 June 2026 of NOK 31.3
The launch of the Offer will be subject to Audax receiving access to and having
completed a due diligence review of the Elmera group to the satisfaction of
Audax and its financing sources.
Elmera shareholders, representing in aggregate approximately 39.2% of the shares
excluding treasury shares, including funds managed by Nordea Investment
Management holding 15.1% of the shares, funds managed by ODIN Forvaltning
holding 5.1% of the shares, funds managed by Storebrand Asset Management holding
5.0% of the shares, funds managed by Holberg holding 4.2%, funds managed by
Alfred Berg Kapitalforvaltning holding 4.1% of the shares and funds managed by
Arctic Asset Management holding 3.3% of the shares, have confirmed that they
support the launching of the Offer by Audax and that they intend to tender their
shares into the Offer if launched on the terms set out herein, and encourage the
board of Elmera to facilitate Audax' due diligence.
Completion of the Offer will be subject to a minimum acceptance level of at
least 66.7% of Elmera's issued and outstanding shares and votes on a fully
diluted basis. While Audax' intention is to acquire 100% of Elmera, Audax also
sees strong merits in holding a majority stake in Elmera. Audax does not own any
shares in Elmera as of today.
Audax has recently provided certain indicative proposals to the Board of
Directors of Elmera. The intended Offer announced today includes improved price,
terms and conditionality compared with the proposals communicated in private to
the Board. Audax is publicly announcing its intention to launch an offer to
allow the shareholders of Elmera to consider the Offer in a transparent manner.
It is Audax intention to seek collaboration with and support from the Board of
Elmera, allowing the shareholders to realise the value of their shareholding in
Elmera at an attractive level.
Audax in brief
Audax is an independent pan-European multi-utility group combining a leading
energy supply platform with a growing renewable power generation business
employing more than 800 professionals. Founded in 2000, the Audax group has
established a differentiated position in the European energy market through the
integration of energy supply activities with a portfolio of onshore wind and
Solar PV assets. Audax is publicly listed on the Spanish Stock Market under the
ticker symbol ADX.MC and the current market capitalization exceeds EUR 600
million.
Audax operates its supply business across seven European markets (Spain,
Portugal, Italy, the Netherlands, Germany, Poland and Hungary) with a strong
focus on small and medium businesses (SMEs) and industrial customers. The Audax
group currently serves approximately 462,000 points of delivery (PODs), holding
well-established positions in its core markets (Iberia, the Netherlands and
Hungary), including the SME segment in Spain, the multi-site segment in the
Netherlands and the industrial segment in Hungary.
Audax also benefits from strategic partnerships within the energy procurement
ecosystem, including its long-standing collaboration with the global energy
players like Shell and Axpo (among others), which strengthen market access
capabilities and supports efficient sourcing and risk optimisation across its
supply operations.
Alongside its supply activities, Audax owns, operates and develops a renewable
power generation platform spanning six countries (Portugal, Spain, Italy,
France, Poland and Panama), with over 300 MW of operating capacity and a highly
visible development pipeline exceeding 1 GW. The Audax group's generation
business is based on a long-term fixed-price PPA strategy, providing earnings
stability and cash flow predictability.
For 2025, Audax reported EUR 1.9 billion of total revenue, EUR 224 million of
adj. gross margin (net revenue) and EUR 116 million of adj. EBITDA. The Audax
group combines a best-in-class commercial platform with a disciplined and
prudent risk management framework, underpinned by a robust hedging strategy
designed to mitigate energy price volatility and provide visibility over margins
and cash flows.
Transaction Rationale
Rather than a traditional integration-driven acquisition, the proposed
transaction is intended to create a long-term strategic partnership between two
highly complementary platforms. The objective is to preserve and reinforce the
strengths of both companies, while benefiting from a structured exchange of
capabilities that accelerates value creation on both sides.
From Audax to Elmera, the partnership will bring a well-established
international expansion framework across nine European markets, a proven
multi-country scaling model, and deep expertise in customer acquisition,
retention and product innovation in the B2B customer segment. In addition, Audax
will contribute advanced know-how in energy management, digitalisation and
emerging algorithmic optimisation capabilities, alongside the financial capacity
to support selective investment in next-generation platforms and growth
initiatives. Furthermore, Audax's pan-European platform will provide Elmera with
meaningful regulatory diversification, reducing concentration risk exposure to
Nordic regulatory developments, while benefiting from well-established
cross-jurisdictional regulatory expertise.
From Elmera to Audax, the combination will provide exposure to a high-quality,
stable and digitally advanced Nordic platform, characterised by a resilient
customer base, strong multi-service execution capabilities and a proven ability
to innovate in adjacent services, including bundling, mobile offerings and
emerging digital solutions. The Nordic environment will also offer Audax
exposure to a highly relevant "test-and-learn" ecosystem, particularly in areas
such as smart metering, digital engagement and next-generation customer
solutions.
The proposed transaction is perfectly aligned with Audax' corporate growth
strategy, which is centred on building a diversified platform of leading energy
supply businesses across key European markets, and enhancing the Audax group's
profile through the transfer of operational expertise, technology and best
practices. Within this framework, the proposed transaction represents a
compelling and natural expansion into the Nordic region, a market defined by
high renewable penetration, advanced digital maturity and structurally
sophisticated customer demand.
The proposed transaction will be structured to ensure that Elmera continues to
operate with a high degree of strategic and operational autonomy in the Nordics,
preserving its strong local brands, management depth and market proximity. The
intention is to invest in a model which is already working, through targeted
collaboration and selective capability sharing, in line with Audax' proven
multi-brand approach.
Ultimately, the proposed transaction will establish a strategic framework in
which both groups benefit from complementary strengths: Elmera's advanced Nordic
platform and customer sophistication, and Audax's multi-market scaling
capability and operational toolkit. The result will be a more robust, flexible
and future-ready European energy group, positioned to capture growth
opportunities while maintaining disciplined capital allocation and strong local
execution.
Oscar Santos Juvé, the General Manager of Audax comments:
"This transaction reflects our conviction in the strength of Elmera's platform
and its management team. Our intention is to support and accelerate Elmera's
development by bringing additional capabilities, including new technologies,
enhanced energy management solutions and a broader European product offering,
while opening the door to strategic partnerships that can further strengthen the
platform. By combining Elmera's strong local position with our multi- country
experience, we aim to enhance the value delivered to customers while preserving
its local identity and operational autonomy."
Key Offer Terms and Conditions
Under the Offer terms, Audax will through a special purpose vehicle to be
incorporated for such purpose, offer the Elmera shareholders NOK 41.20 per
Elmera share in cash consideration, excluding the treasury shares held by
Elmera. The total value of the Offer is approximately NOK 4.5 billion based on
109,342,087 outstanding shares in Elmera, excluding treasury shares. If Elmera
should resolve to distribute dividends or make any other distributions to
Elmera's shareholders with a record date prior to completion of the Offer, the
Offer Price shall be adjusted to compensate for the effects of such dividends or
other distributions.
Launch of the offer will be subject to completion of a confirmatory due
diligence review of key commercial, financial, tax, legal, energy management and
IT aspects of Elmera group to the satisfaction of Audax and its financing
sources. Audax will perform such due diligence together with an experienced team
of advisors and looks forward to engaging with Elmera to complete the due
diligence without delay.
Completion of the Offer will be subject to customary conditions (which, where
permitted, may be waived by Audax at its discretion), including but not limited
to:
o A minimum acceptance level of 66.7% of the issued and outstanding share
capital and voting rights in Elmera on a fully diluted basis.
o All required regulatory approvals, consents and clearances in connection with
the Offer shall have been obtained on terms satisfactory to Audax.
o No material adverse change having occurred in the Elmera group, including in
respect of its business, operations, financial condition or result of operations
as compared with the position set out in Elmera's quarterly report for Q1 2026.
o No action has been taken or threatened, or proceedings initiated by a relevant
authority that seeks to prohibit, materially restrict, impose material
conditions or materially delay the completion of the Offer.
o No material transactions being agreed or completed by the Elmera group,
including decisions to merge, demerge, acquire, or sell significant assets.
o Elmera in all material respects conducting its business in the ordinary
course, and no change to the share capital of Elmera or corporate restructuring,
no dividends or other distributions to Elmera's shareholders and no issuance of
shares or any financial instruments giving a right to subscribe for shares in
Elmera being resolved or conducted.
If it should become clear, prior to the launch of the Offer, that any such
conditions are not likely to be satisfied,
Audax reserves the right not to launch the Offer.
The Offer will be financed through a combination of equity provided by Audax
and/or its affiliates, and funding from external investors and lenders.
Consequently, subject to completion of the due diligence to the satisfaction of
Audax' financing sources prior to launch of the Offer, the Offer will not be
subject to any financing condition.
Subject to the launch conditions being fulfilled, the complete details of the
Offer, including all terms and conditions, will be included in an offer document
(the "Offer Document") to be sent to Elmera's shareholders following review and
approval by the Norwegian Financial Supervisory Authority pursuant to Chapter 6
of the Norwegian Securities Trading Act.
Advisors
Alantra Corporate Finance S.A.U. and DNB Carnegie, a part of DNB Bank ASA, are
acting as financial advisors to
Audax in the process. J&A Garrigues, S.L.P. is acting as Spanish and global
legal advisor and Wikborg Rein Advokatfirma AS is acting as Norwegian legal
advisor to Audax.
About Audax
Audax is the energy company that helps people and businesses make the most of
their energy. We are a vertically integrated energy group whose main activities
focus on the retail of electricity and gas, offering energy efficiency
solutions, as well as the production of renewable electricity through wind and
solar technology.
With operations in 9 countries and more than 800 professionals, we supply
electricity and gas to over 483 thousand customers and manage a renewable
generation portfolio of more than 1 GW of installed capacity.
We are listed on the stock exchange and have a solid financial position. We are
based on three pillars: tailor-made solutions based on data, proven solvency and
a commitment to transparency. We are energy managers: we transform complexity
into something simple and efficient, so that customers can focus on what really
matters.
For more information, visit www.audaxrenovables.com
For further information, please contact:
Audax Renovables, S.A., investor relations
Phone: +34 932 405 306
E-mail: investor.relations@audaxrenovables.com
Press Contact - Harmon
Paula Lacruz / Javier Villafruela
audaxrenovables@harmon.es
626 12 93 00 / 669 26 72 47
Media contact:
Geir Bjørlo, Corporate Communications AS
+47 915 40 000 | geir.bjorlo@corpcom.no
* * *
Important notice
This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any securities. The Offer, if any, will
be only be made on the basis of an Offer Document approved by the Norwegian
Financial Supervisory Authority, and can only be accepted pursuant to the terms
of such Offer Document. The Offer will not be made in any jurisdiction in which
making of the Offer would not be in compliance with the laws of such
jurisdiction or would require that an additional offer document is prepared or
registration effected or that any other measures are taken in addition to those
required under Norwegian law and regulations. This press release and any related
Offer documentation are not being distributed and must not be mailed or
otherwise distributed or sent in or into any country in which the distribution
or offering would require any such additional measures to be taken or would be
in conflict with any law or regulation in such country - any such action will
not be permitted or sanctioned by Audax. Any purported acceptance of the Offer
resulting directly or indirectly from a violation of these restrictions may be
disregarded.
Forward-looking information
Statements in this press release relating to future status and circumstances,
including, whether Audax makes the
Offer or closes the Offer, statements regarding future performance, as well as
benefits of the intended Offer, are forward-looking statements. These statements
may generally, but not always, be identified by the use of words such as
"anticipates", "expects", "believes", or similar expressions. By their nature,
forward looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There can be
no assurance that actual results will not differ materially from those expressed
or implied by these forward-looking statements due to many factors, many of
which are outside the control of Audax. Any such forward-looking statements
speak only as of the date on which they were made and Audax has no obligation
(and undertakes no such obligation) to update or revise any of them, whether as
a result of new information, future events or otherwise, except for in
accordance with applicable laws and regulations.
r implied by these forward-looking statements due to many factors\, many of\
which are outside the control of Audax. Any such forward-looking statements\
speak only as of the date on which they were made and Audax has no obligation\
(and undertakes no such obligation) to update or revise any of them\, whether as\
a result of new information\, future events or otherwise\, except for in\
accordance with applicable laws and regulations.\