Masdar to acquire Greece’s Terna Energy in landmark €3.2 billion deal

Abu Dhabi Future Energy Company PJSC – Masdar, the UAE’s clean energy leader, announced on Thursday that it has reached a definitive agreement with GEK TERNA SA and other shareholders of Terna Energy SA, with the intention to acquire initially 67% of the company’s outstanding shares at completion of the transaction.

After completion of the transaction, Masdar will launch an all-cash mandatory tender offer to acquire all the remaining outstanding shares of the company with the intention of reaching 100%, the company said in a statement.

The transaction and subsequent offer values Terna Energy’s total equity at 2.4 billion euros with an enterprise value of 3.2 billion euros, making it the largest ever energy transaction on the Athens Stock Exchange, and one of the largest in the European renewables market.

The deal is expected to provide significant capital investment in Greece and other European countries, supporting Terna Energy’s contribution to Greece’s National Energy and Climate Plan (NECP) and the EU’s net zero by 2050 target, Masdar said.

The proposed acquisition demonstrates the scale and ambition of Masdar’s growth plans in the region, and further solidifies Masdar’s role as a trusted global energy transition partner to governments, investors, developers and communities across the globe.

“Today marks a major milestone in Masdar's strategy to expand its portfolio to 100GW of clean energy by 2030 and it will make a substantial contribution to the renewable energy capacity of Greece,” said H.E. Dr Sultan Al Jaber, UAE Minister of Industry and Advanced Technology, Chairman of Masdar and COP28 President.

“As one of Europe’s biggest renewable energy transactions in 2024, this investment reflects the UAE's clear commitment to Greece and Europe's clean energy development and it represents another major practical step in realizing one of the central goals of the UAE Consensus, to triple global renewable energy capacity by 2030. In short, this deal underlines the smart growth opportunities of a responsible and orderly energy transition stimulating new industries, new jobs and low carbon economic development,” he added.

Established in 1997, Terna Energy is a leading European clean energy platform, with a track record of more than 25 years of delivering innovative and sustainable projects. The company specializes in financing, developing, constructing and operating renewable energy facilities, focused on wind, solar, hydroelectric and pumped storage projects.

Mohamed Jameel Al Ramahi, Chief Executive Officer of Masdar, commented: “We are injecting capital and global expertise to accelerate Terna Energy’s expansion, supporting Greece’s renewable energy ambitions and extending Masdar’s global reach. As a leading European development platform, Terna Energy is expected to play an important role in Masdar’s growing portfolio in Greece and Europe.”

The company has recently announced its growth plan targeting renewable energy operational capacity of 6GW by 2030. With a strong portfolio of projects in Greece and Europe, Terna Energy is the largest investor in the renewables energy sector in Greece.

The proposed acquisition is expected to play an important role in growing Masdar’s portfolio in Europe as it targets 100GW global capacity by 2030. It also reflects Masdar’s confidence in Terna Energy's growth potential, as well as the strength of the Greek market and its renewables sector.

“Our agreement with Masdar is a recognition of the great value of Terna Energy and the result of the hard work of hundreds of people for more than 25 years. At the same time, it marks the beginning of a new era of even greater growth for GEK TERNA Group,” said Georgios Peristeris, Chairman and CEO of GEK TERNA, and Executive Chairman of Terna Energy.

“It is also a strong vote of confidence for Greece and its prospects. Terna Energy is the leading RES investor in Greece and a key pillar of the national effort to transition to a future with cleaner and cheaper energy for all,” he added.

Masdar has retained Rothschild & Co. as sole financial advisor, and Simmons & Simmons, Bernitsas Law, Latham & Watkins as legal advisors, in connection with the transaction and financing.