DJ Results of EQT's mandatory simplified cash tender offer for Waga Energy's remaining shares
Waga Energy
Results of EQT's mandatory simplified cash tender offer for Waga Energy's remaining shares
15-Dec-2025 / 18:15 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.
Results of EQT's mandatory simplified cash tender offer for Waga Energy's remaining shares
-- Settlement-delivery of the semi-centralized procedure of the simplified cash tender offer (the "Offer") filed by
Box BidCo S.A.S[1] ("Box BidCo") for all outstanding shares of Waga Energy (ISIN: FR0012532810, ticker: WAGA) ("
Waga Energy" or the "Company") is expected to occur on 19 December 2025.
-- Following settlement-delivery of the Offer, EQT will hold 22,777,033 Waga Energy shares representing 85.88% of its
share capital and 85.82% of its voting rights[2].
Eybens and Paris, 15 December 2025, 6 pm CET - On 15 December 2025, the French Financial Markets Authority (Autorité
des marchés financiers) (the "AMF") has published the results of the Offer following closing of the Offer on 12
December 2025.
Box BidCo acquired 6,668,550 shares of the Company within the Offer, which was open from 24 November 2025 to 12
December 2025 (inclusive).
Following settlement-delivery of the semi-centralized procedure of the Offer, which is expected to occur on 19 December
2025, Box BidCo will hold 22,777,033 shares and voting rights of Waga Energy representing 85.88% of the share capital
and 85.82% of the voting rights of the Company2.
The notice of results (avis de résultat) of the Offer is available on the website of the AMF (www.amf-france.org).
The documents relating to the Offer are 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).
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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
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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.
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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] Box BidCo is the dedicated acquisition vehicle incorporated under French law for the purposes of the Offer by the
global investment organization EQT, through its EQT Transition Infrastructure strategy, 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.
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