DJ Completion of the acquisition by EQT of a majority stake in Waga Energy from its founders and several historical shareholders to support its global growth
Waga Energy
Completion of the acquisition by EQT of a majority stake in Waga Energy from its founders and several historical
shareholders to support its global growth
18-Sep-2025 / 08:30 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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Completion of the acquisition by EQT of a majority stake in Waga Energy from its founders and several historical
shareholders to support its global growth
-- Today, EQT completed the acquisition of a majority stake in Waga Energy from its founders and historical
shareholders at a price of EUR 21.55 per share which may be increased by an earn-out of up to EUR 2.15 per share[1]
.
-- EQT now holds 56.48% of the share capital and 53.26% of the voting rights of Waga Energy[2].
-- Following this acquisition, Waga Energy's Board has welcomed new board members to support the Company's growth
plan.
-- EQT plans to file in the last quarter of 2025 a mandatory simplified cash tender offer for the remaining shares at
the same financial terms, with the intention to implement a squeeze-out if legal and regulatory conditions are met.
Eybens and Paris, 18 September 2025, 8:30 am CET - Further to the announcement of 6 June 2025, the global investment
organization EQT, through its EQT Transition Infrastructure strategy, has today completed the acquisition via its
dedicated acquisition vehicle, Box BidCo S.A.S ("Box BidCo"), of a majority stake in the share capital of Waga Energy
(ISIN: FR0012532810, Ticker: WAGA) ("Waga Energy" or the "Company") namely from Mathieu Lefebvre, Guénaël Prince,
Nicolas Paget and Holweb SAS[3] (the "Founders") and historical shareholders Starquest Capital, Tertium, Noria, SWEN
Impact Fund for Transition and ALIAD at a price of EUR 21.55 per share, which may be increased by an earn-out of up to
EUR 2.15 per share1 (the "Block Acquisition").
The completion of the Block Acquisition follows the satisfaction of all required customary regulatory approvals,
including antitrust and foreign investments clearances.
As a result, Box BidCo now holds 56.48% of the share capital and 53.26% of the voting rights of Waga Energy2, it being
specified that the Founders have re-invested a significant portion of their proceeds into Box BidCo alongside EQT,
thereby ensuring continued alignment and active involvement of the management team in the Company's long-term
development.
In accordance with applicable laws and regulations, EQT will file in the last quarter of 2025 with the French financial
markets' authority (Autorité des Marchés Financiers) a mandatory simplified cash tender offer for all the remaining
outstanding shares of Waga Energy at the same price of EUR 21.55 per share, as may be increased by the above-mentioned
earn-out1 (the "Offer").
It is reminded that, on 6 June 2025, the Board of Directors of Waga Energy unanimously welcomed the Offer without
prejudice to the reasoned opinion to be issued by the Board of Directors following receipt of the report of the
independent expert (Finexsi, represented by Mr. Olivier Peronnet - 01 43 18 42 42) on the fairness of the financial
terms of the Offer (including the potential earn-out1).
Subject to AMF's clearance on the Offer, it is currently envisaged that the Offer may be opened, in the last quarter
2025.
If all legal and regulatory conditions are met, and as previously announced, Box BidCo intends to implement a
squeeze-out following closing of the Offer.
As a result of the completion of the Block Acquisition, Starquest, represented by Mr. Arnaud Delattre, ALIAD,
represented by Mr. Bertrand Barraud, Noria, represented by Mr. Christophe Guillaume, Ms. Anna Creti and Ms. Christilla
de Moustier resigned, with effect as from the date hereof, from their positions as directors, it being specified that
Mathieu Lefebvre resigned from his position as Chairman of the Board and Tertium, represented by Mr. Stéphane Assuied,
resigned from its position as observer[4].
The Board of Directors thus coopted in replacement, with effect on the same date, the following persons upon proposal
made by EQT: Mr. Asis Echaniz (also appointed as new Chairman of the Board of Directors), Mr. Patrick Jaslowitzer, Ms.
Noura Loukil, Ms. Sara Huda and Mr. Philippe Delpech as directors and Mr. Girish Sankar as observer. Mathieu Lefebvre,
CEO of Waga Energy, remains a member of the Board of Directors, as does Guenaël Prince. Nicolas Paget remains Deputy
CEO and Waga Energy's management team remains unchanged.
The Board of Directors' committees have also been reorganized accordingly[5].
Asis Echaniz, Partner within the EQT Infrastructure Advisory team, commented: "EQT is very pleased to become the
majority shareholder of Waga Energy. We look forward to leveraging our experience from investing in the energy
transition, our global operating capability and industrial ownership approach to support the Company on the next stage
of its growth journey."
Patrick Jaslowitzer, Managing Director within the EQT Infrastructure Advisory team said: "This milestone strengthens
our commitment to supporting the Company's growth, particularly in the United States, and to accelerating its
contribution to the energy transition. Today marks the beginning of a new phase, where we will work hand in hand with
the management team to scale Waga Energy's model and build long-term value for all stakeholders."
Mathieu Lefebvre, CEO and Founder, Waga Energy, said: "The arrival of EQT as our new majority shareholder is a strong
signal of confidence in our business model and our teams. This partnership will allow us to accelerate our
international expansion, strengthen the trust of our customers and partners, and pursue our ambition to establish Waga
Energy as a global leader in renewable natural gas from landfills."
In accordance with the rules applicable to the financial communication of listed companies, a new communication will be
issued on the transaction at the time of its next development.
All the information related to this transaction is available on the website www.eqt-waga-energy.com.
*****
Contact Information
EQT
eqt@havas.com
Mael Evin: 06 44 12 14 91
Naomi Philippe: 06 72 55 80 35
Waga Energy
Laurent.barbotin@waga-energy.com
Laurent Barbotin: 07 72 77 11 85
*****
About Waga Energy
Founded in 2015, Waga Energy produces competitively priced Renewable Natural Gas (RNG, also known as biomethane) by
upgrading landfill gas using a patented purification technology called WAGABOX®. The RNG produced is injected directly
into the gas distribution networks that supply individuals and businesses, providing a substitute for fossil natural
gas. Waga Energy operates 31 RNG production units in France, Spain, Canada and the U.S. representing an installed
capacity of 5.1 million MMBtu (1.5 TWh) per year, and has 19 RNG production units under construction worldwide. Each
project initiated by Waga Energy contributes to the fight against global warming and helps the energy transition. Waga
Energy is listed on Euronext Paris (FR0012532810 - EPA: WAGA).
About EQT
EQT is a purpose-driven global investment organization with EUR266 billion in total assets under management (EUR141 billion
in fee-generating assets under management) as of 30 June 2025, within two business segments - Private Capital and Real
Assets. EQT owns portfolio companies and assets in Europe, Asia-Pacific and the Americas and supports them in achieving
sustainable growth, operational excellence and market leadership.
More info: www.eqtgroup.com
Follow EQT on LinkedIn, X, YouTube and Instagram.
*******
DISCLAIMER
This press release is not an offer to purchase or sell or a solicitation of securities and may not be published,
forwarded or distributed, directly or indirectly, in the United States. This press release is for information purposes
only and is not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the
announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to tender, buy or
subscribe for, or the announcement of a forthcoming solicitation of any offer to tender, buy or subscribe for, ordinary
shares in the share capital of Waga Energy (the "securities") in the United States of America (the "United States") or
in any other jurisdiction. The securities mentioned herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold, directly or indirectly,
within the United States except pursuant to an exemption from or in a transaction not subject to, the registration
requirements of the Securities Act. Any public offering of securities to be made in the United States would have to be
made by means of a prospectus that could be obtained from the issuer and that would contain detailed information about
the company and management, as well as financial statements. EQT, the Founders and Waga Energy do not intend to
register any portion of the proposed offering in the United States nor to conduct a public offering of securities in
the United States. No offer to sell or subscribe for securities, or announcement of a forthcoming offer to sell or
subscribe for securities, or solicitation of any offer to buy or subscribe for securities, or announcement of a
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