DJ Clearance from the French financial markets' authority (AMF) on EQT's draft mandatory simplified cash tender offer for Waga Energy's shares
Waga Energy
Clearance from the French financial markets' authority (AMF) on EQT's draft mandatory simplified cash tender offer for
Waga Energy's shares
21-Nov-2025 / 23:51 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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NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES OR TO ANY US PERSON, OR TO ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD
BE UNLAWFUL.
Clearance from the French financial markets' authority (AMF)
on EQT's draft mandatory simplified cash tender offer for Waga Energy's shares
-- The draft mandatory simplified cash tender offer (the "Offer") filed by Box BidCo S.A.S. for all the remaining
outstanding shares of Waga Energy - with the intention to implement a squeeze-out if legal and regulatory
conditions are met - has been cleared by the AMF on 21 November 2025.
-- The AMF will issue a notice announcing the opening date and timetable of the Offer.
Eybens and Paris, 21 November 2025, 7pm CET - The Offer filed on 1 October 2025 by Box BidCo S.A.S. ("Box BidCo")[1],
the dedicated acquisition vehicle of the global investment organization EQT through its EQT Transition Infrastructure
strategy, for all the remaining outstanding shares of Waga Energy (ISIN: FR0012532810, Ticker: WAGA) ("Waga Energy") at
a price of EUR 21.55 per share (the "Offer Price"), which will be increased by an earn-out of up to EUR 2.15 per share
[2], has been cleared by the AMF on 21 November 2025.
Box BidCo's offer document (note d'information) which received AMF visa no. 25-454, as well as other information
relating, in particular, to the legal, financial and accounting characteristics of Box BidCo, are available at the
registered office of Box BidCo (162, boulevard Haussmann, 75008 Paris) and from the presenting banks of the Offer (BNP
Paribas - 5, boulevard Haussmann, 75009 Paris; Rothschild & Co Martin Maurel - 29, avenue de Messine, 75008 Paris).
Waga Energy's response document (note en réponse) which received AMF visa no. 25-455 and other information relating, in
particular, to the legal, financial and accounting characteristics of Waga Energy are available at the Company's
registered office (5, avenue Raymond Chanas, 38320 Eybens). These documents are also available on the website of the
AMF (www.amf-france.org) and on the shared website of Box BidCo and Waga Energy (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 32 RNG production units in France, Spain, Canada and the U.S. representing an installed
capacity of 5.2 million MMBtu (1.5 TWh) per year, and has 18 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 EUR267 billion in total assets under management (EUR139 billion
in fee-generating assets under management) as of 30 September 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
forthcoming solicitation of any offer to buy or subscribe for, securities will be made in the United States or in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, other than pursuant to
an exemption from registration or qualification under and otherwise in compliance with the securities laws of such
jurisdiction, and the distribution of this communication in such jurisdictions may be similarly restricted. EQT and
Waga Energy exclude all liability in the event of any breach of the applicable legal restrictions by any person.
Forward Looking Statements
This press release contains certain forward-looking statements. You can identify these forward-looking statements by
the use of words such as "outlook," "believe," "think," "expect," "potential," "continue," "may," "should," "seek,"
"approximately," "predict," "intend," "will," "plan," "estimate," "anticipate," the negative version of these words,
other comparable words or other statements that do not relate strictly to historical or factual matters.
Forward-looking statements relate to expectations, estimates, beliefs, projections, future plans and strategies,
anticipated events or trends and similar expressions concerning matters that are not historical facts, including but
not limited to the statements with respect to: the proposed transaction; operation of the acquired business following
the closing of the transaction; expansion and growth opportunities and other synergies resulting from the transaction;
and expected timing of closing of the proposed transaction. The forward-looking statements are based on EQT and Waga
Energy's beliefs, assumptions and expectations, taking into account all information currently available to it. These
beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are
known to EQT and Waga Energy or are within their control. If a change occurs, EQT and Waga Energy's business, financial
condition, liquidity and results of operations may vary materially from those expressed in the forward-looking
statements. The following factors, among others, could cause actual results to vary from the forward-looking
statements: failure to realize the anticipated benefits within the expected timeframes from the proposed transaction;
unforeseen liabilities or integration and other costs of the proposed transaction and timing related thereto;
availability and cost of financing for the proposed transaction; changes in Waga Energy's business; any delays or
difficulties in receiving regulatory approvals; failure to complete the transaction; the acquired business's ability to
maintain business relationships following the proposed transaction; failure to realize the benefits of or changes in
the business strategies of EQT and Waga Energy or the acquired business including the ability to realize the
anticipated synergies from acquisitions, strategic partnerships or other transactions; availability, terms and
deployment of capital; availability of qualified personnel and expense of recruiting and retaining such personnel; and
increased competition. All forward-looking statements speak only as of the date of this press release. EQT and Waga
Energy do not undertake any obligation to update any forward-looking statements to reflect circumstances or events that
occur after the date on which such statements were made except as required by law. Past performance is not indicative
or a guarantee of future performance. This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities in any jurisdiction.
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[1] Box BidCo S.A.S. is a special purpose vehicle incorporated under French law for the purposes of the Offer, whose
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