DJ Opening of EQT's mandatory simplified cash tender offer for Waga Energy's shares
Waga Energy
Opening of EQT's mandatory simplified cash tender offer for Waga Energy's shares
24-Nov-2025 / 08:00 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.
Opening of EQT's mandatory simplified cash tender offer for
Waga Energy's shares
-- It is recalled that the draft mandatory simplified cash tender offer (the "Offer") filed on 1st October 2025 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 - was cleared by the French Autorité des Marchés Financiers ("AMF") on
21 November 2025.
-- The Offer will be open from 24 November 2025 to 12 December 2025 (inclusive).
-- The Offer price is 21.55 euros per Waga Energy share which will be increased by an earn-out of up to 2.15 euro per
share[1] (the "Earn-Out").
-- It is reminded that Finexsi's fairness opinion dated 21 November 2025[2] concluded to the fairness of the financial
terms of the Offer, including in the event of a squeeze-out.
-- Waga Energy's Board of Directors unanimously confirmed, on 31 October 2025 its favourable reasoned opinion issued
on 1st October 2025 on the Offer.
-- As the Offer is being made under the simplified procedure, it will not be reopened following the publication of the
results of the Offer.
Eybens and Paris, 24 November 2025, 8am CET - Following the AMF clearance decision issued on 21 November 2025, the AMF
announced that the Offer filed by Box BidCo S.A.S. ("Box BidCo")[3], the dedicated acquisition vehicle of the global
investment organization EQT, through its EQT Transition Infrastructure strategy, for all the shares of Waga Energy
(ISIN code: FR0012532810, Ticker: WAGA) ("Waga Energy" or the "Company") not held by Box BidCo, will be open from 24
November 2025 to 12 December 2025 (inclusive).
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).
Creating a global leader in renewable natural gas (RNG) from landfill waste
Box BidCo, Waga Energy's majority shareholder since September 2025, plans to provide the Company significant investment
capacity to allow it to focus on long-term development in a capex-intensive sector.
The Offer aims to support Waga Energy in accelerating the deployment of its patented WAGABOX technology, strengthen
its presence in Europe and North America, and scale the production of RNG as a key contributor to the energy
transition.
Aligned with Waga Energy's management team, EQT fully supports the Company's industrial plan. EQT will work in close
partnership with the Company's management, leveraging its sector expertise and industrial background, and providing the
necessary resources in a capex-intensive environment. With EQT, Waga Energy's management will focus on implementing
operational improvements, pursuing innovation, and capturing new market opportunities in RNG, while preserving its
robust contract-based business model. This partnership aligns with EQT's long-term active ownership approach and its
Transition Infrastructure strategy's commitment to helping companies scale and contribute to the energy transition.
Terms of the Offer
The Offer price is EUR 21.55 per share which will be increased by the Earn-Out of up to EUR 2.15 per share payable by
30 September 2028. The Earn-Out will be determined on the basis of the aggregate amount of U.S. federal investment tax
credits ("ITC") that could be monetized by Waga Energy by 30 June 2028 in connection with certain projects developed in
the United States.
The Offer price represents for Waga Energy minority shareholders a premium (excluding the Earn-Out) of 34.2%, 70.1%,
62.2% and 50.6% over the 1-month[4], 3-month4, 6-month4 and 1-year4 volume-weighted average prices respectively as of 5
June 2025[5]. Including the maximum Earn-Out, the Offer Price represents maximum premiums of 47.6, 87%, 78.4% and 65.6%
over the 1-month4, 3-month4, 6-month4 and 1-year4 volume-weighted average price of Waga Energy shares, respectively.
As set out in Waga Energy's press release dated 20 October 2025, the Company entered into on 14 October 2025 a first "
Tax Credit Transfer Agreement" relating to the sale to a third party of the ITC related to one eligible project located
in Steuben County, USA, with a net sale price, after taking into account the related fees (including brokerage
commission, insurance premium, and legal and tax advisory fees), estimated at circa. USD 3.8 million. As a result of
this first ITC monetization, the related portion of the Earn-Out increasing the Offer price will therefore be paid in
accordance with Section 2.6 of Box BidCo's Offer document (note d'information), it being specified that such portion of
the Earn-Out cannot be precisely determined at this stage given the terms and conditions for its calculation and final
determination.[6]
It is reminded that EQT intends to implement a squeeze-out following the Offer if the number of shares not tendered to
the Offer by the minority shareholders of Waga Energy does not represent more than 10% of the share capital and voting
rights of the Company.
Favourable reasoned opinion of the Board of Directors
It is reminded that Finexsi, acting as the independent expert appointed on 7 March 2025 by Waga Energy's Board of
Directors following the recommendation of its ad hoc committee comprising independent directors only, reviewed the
fairness of the financial terms of the Offer, including in the event of a squeeze-out.
Finexsi's initial fairness opinion dated 1 October 2025 concluded that the Offer price per share, including the
Earn-Out, was fair to Waga Energy shareholders from a financial perspective, including in the event of a squeeze-out.
Based on the conclusions of such fairness opinion and the recommendation of the ad hoc committee, Waga Energy's Board
of Directors has unanimously issued a favourable reasoned opinion on the Offer, seeing EQT's proposed acquisition as an
opportunity to strengthen Waga Energy's long-term development.
On 31 October 2025, Finexsi issued a new fairness opinion, which supersedes its previous fairness opinion dated 1st
October 2025, in order to take into account additional elements. Such opinion concluded again to the fairness of the
financial terms of the Offer, including in the event of a squeeze-out. Based on the conclusions of Finexsi's new
fairness opinion and the recommendation of the ad hoc committee, Waga Energy's Board of Directors further unanimously
reiterated its favourable reasoned opinion on the Offer dated 1st October 2025 at its meeting held on 31 October 2025.
It is specified that the independent expert's report, in its updated version dated 21 November 2025, which supersedes
the versions dated 31 and 1 October 2025, is entirely reproduced in the appendix to the Company's response document.
Next steps
The AMF will publish the results of the Offer on its website after the closing of the Offer on 15 December 2025. As the
Offer is being made under the simplified procedure, it will not be reopened following the publication of the results.
If, at the end of the Offer, the legal and regulatory conditions are met, EQT intends to implement a squeeze-out for
the Waga Energy shares not tendered to the Offer.
All the information related to this transaction and a detailed retail investor guide including a 'frequently asked
questions' memorandum are available on the shared website of Box BidCo and Waga Energy (www.eqt-waga-energy.com).
Individual shareholders may call the dedicated hotline from 9a.m. on Monday, November 24, 2025: 08 05 65 00 64.
*****
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 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, Box BidCo 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, Box BidCo 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, Box BidCo
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, Box BidCo 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, Box BidCo 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, Box BidCo 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]As set out in previous communications, the Earn-Out is based on the aggregate amount of U.S. federal investment tax
credits that could be monetized by Waga Energy by 30 June 2028 in connection with certain of its projects developed in
the United States.
[2] Finexsi's fairness opinion dated 21 November 2025 supersedes the previous fairness opinions from Finexsi dated 31
and 1 October 2025.
[3] Box BidCo S.A.S. is a special purpose vehicle incorporated under French law for the purposes of the Offer, whose
share capital is directly fully owned by Box TopCo S.A.S, which is itself indirectly controlled by EQT Fund Management
S.à r.l., acting as manager (gérant) of EQT Transition Infrastructure S.à r.l. SICAF-RAIF and certain of its
affiliates. EQT Fund Management S.à r.l. is a wholly-owned subsidiary of EQT AB, a Swedish company listed on Nasdaq
Stockholm.
[4] Respectively 20, 60, 120 and 250 trading days.
[5] Last closing price for the shares on the date EQT announced the planned acquisition of Waga Energy. All the
premiums related to the different selected valuation methods are outlined in section 4.6 of the offer document. All the
premiums related to the different selected valuation methods are outlined in section 4.6 of the offer document.
[6] For illustrative purposes only, based on a net sale price of USD 3.8 million and an indicative USD/EUR exchange
rate of 1.15 on 19 November 2025, the estimated portion of the Earn-Out per share resulting from the third-party sale
of the ITC related to the eligible project located in Steuben County would be EUR0.12 euro. It being specified that this
amount is a simple estimate provided for indicative purposes only, and the actual portion of the Earn-Out per share
resulting from the third-party sale of the ITC related to the eligible project located in Steuben County will be
determined in accordance with Section 2.6 of the offer document of Box BidCo, and may therefore ultimately prove to be
lower or higher than this amount.
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Regulatory filing PDF file
File: 11.24.2025_PR_Opening of the offer
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Language: English
Company: Waga Energy
5 Rue Raymond Chanas
38320 Eybens
France
Phone: (33) 772 771 185
E-mail: laurent.barbotin@waga-energy.com
Internet: www.waga-energy.com
ISIN: FR0012532810
Euronext WAGA
Ticker:
AMF Category: Additional regulated information to be pubicly disclosed under the legislation of a Member State /
Takeover bid - Other news releases
EQS News ID: 2234594
End of Announcement EQS News Service
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