Avangrid, a leading sustainable energy company and member of the group of companies controlled by Iberdrola, S.A., announced that it has entered into a definitive agreement under which Iberdrola will acquire the remaining 18.4% of the issued and outstanding shares of common stock of Avangrid that it does not currently own for $35.75 per share in an all-cash transaction.
The $35.75 per share price represented an 11.4% premium over the closing price of Avangrid common stock on March 6, 2024, which is the last unaffected trading day before Avangrid’s announcement of the receipt of Iberdrola’s unsolicited offer, and a 15.2% premium over the volume-weighted average price of Avangrid common stock over the 30 trading days leading up to the unaffected trading day. And Avangrid expects to continue paying regular quarterly cash dividends not exceeding $0.440 per share through the transaction’s closing, including a pro-rated dividend for any partial quarter prior to the closing.
The Avangrid Board of Directors (acting on the unanimous recommendation of the Unaffiliated Committee of the Board of Directors), which led the consideration of strategic alternatives and the negotiation of the transaction terms, unanimously approved the agreement, which is subject to several conditions.
The deal is expected to close in the fourth quarter of this year, subject to the satisfaction of customary closing conditions. The deal is not subject to a financing condition.
Moelis & Company serves as financial advisor to the Special Committee, and Paul, Weiss, Rifkind, Wharton & Garrison is serving as legal advisor to the Special Committee. Latham & Watkins is serving as legal advisor to Avangrid. Morgan Stanley is serving as financial advisor to Iberdrola, and White & Case LLP and Clifford Chance are serving as legal advisors to Iberdrola.
KEY QUOTES:
“We are excited about Iberdrola’s continued investment in Avangrid and commitment to the United States. As a wholly-owned member of the Iberdrola Group, we will continue to serve our customers and build our renewable energy assets work to achieve our vision to lead the clean energy transition with a strong commitment to sustainability, community, governance, and our employees.”
– Pedro Azagra, President and Chief Executive Officer of Avangrid
