E-distribuzione SpA has sold 90% of NewCo to A2A SpA

E-distribuzione SpA has signed an agreement with A2A SpA for the sale to the latter of 90% of the capital of a newly incorporated vehicle, to which electricity distribution activities in some municipalities of Lombardy will be contributed. Furthermore, E-distribuzione has also signed a non-binding memorandum of understanding with A2A aimed at exploring the possible acquisition of certain electricity distribution activities currently held by A2A, outside the provinces of Milan and Brescia.

Upon completion of the transaction, E-distribuzione will retain a 10% stake of the NewCo’s capital to support the start-up phase of the company, which will be subject to a put-and-call option mechanism that can be triggered starting from the first year from completion of the transaction. The closing of the transaction, which is expected to occur by 31 December 2024, is subject to a number of conditions precedent, including Antitrust clearance, the successful completion of the golden power procedure by the Presidency of Italy’s Council of Ministers and the authorization to transfer the electricity distribution service concessions to NewCo.

E-distribuzione SpA is a subsidiary of Enel Group. Enel is a multinational power company and a leading integrated player in the global power and renewables markets.It is the largest renewable electricity distribution network player by number of grid customers served and the biggest retail operator by customer base. Enel is present in 29 countries worldwide, producing 89 GW of total capacity.

A2A SpA, listed on the Stock Exchange and with more than 13,000 employees, is Italy’s largest multi-utility firm. The group is the second energy operator in the country in terms of installed capacity and distributed electricity, and the leading national player in the environmental sector. It operates through its environment, generation & trading, market, and smart infrastructures business units, managing the generation, sale and distribution of electricity and the sale and distribution of gas, district heating, waste cycle, electric mobility and smart services for cities, public lighting and integrated water service. A2A is committed to generating a positive impact on people’s quality of life and ensuring excellence in its operational performance in terms of reliability, efficiency and safety through continuous investment in research, innovation and digitalization. Thanks to industrial synergies between its various businesses and the development of strategic infrastructures, the group contributes to the sustainable growth of the country and the creation of new value for the stakeholders and territories in which it operates.

Oaklins’ team in Italy acted as the financial advisor to Enel and E-distribuzione SpA in this transaction and supported the boards of directors with a fairness opinion.