Brookfield Renewable Partners L.P. (TSX:BEP.UN) agreed to acquire 48.4% stake in Polenergia S.A. (WSE:PEP) for approximately PLN 1 billion on November 3, 2020. Brookfield will pay PLN 47 for each share of Polenergia. As of February 5, 2021the offer price was increased to PLN 63 per share. Mansa Investments Sp. z o.o., majority shareholder of Polenergia, will not submit any of its shares for sale in the tender offer. Mansa Investments and Brookfield shall exercise joint control over Polenergia, upon completion of tender offer. The tender offer will be announced on November 6, 2020 after the publication by Polenergia of its third quarter 2020 consolidated financial report. The Supervisory Board shall be composed of at least 6 members, where each of Mansa Investments and Brookfield shall immediately following settlement of the tender offer designate 3 Supervisory Board members.

The transaction is subject to receipt of appropriate merger clearance, Polenergia's adherence to the shareholders' agreement, provided this shall take place only if the number of shares submitted for sale in the tender offer allows for Brookfield and Mansa Investments to jointly hold shares representing at least 90% of votes at Polenergia's general meeting, and resolution of Polenergia's Supervisory Board on the designation of Brookfield's nominee to the Supervisory Board to individually perform supervisory duties, whereby under the Investment Agreement Mansa Investments is obliged to appoint Brookfield's nominee to the Supervisory Board prior to lapse of the subscription period, exercising for this purpose its individual right under Polenergia's statutes. As of February 20, 2021, the transaction has been approved by the European Commission.

The Tender Offer will be aimed at subsequent delisting of Polenergia's shares from the Warsaw Stock Exchange, such delisting to be potentially preceded with a squeeze-out, among others. The tender offer will run from December 10, 2020 to January 11, 2021. As on December 28, 2020, Aviva OFE Aviva Santander, Generali OFE and Nationale-Nederlanden OFE, three minority shareholders holding 20.5% stake rejected the offer. According to them the offer price does not reflect the Polenergia S.A. fair value. As on December 17, 2020, tender offer period has been extended till January 28, 2021. As of January 20, 2021, the offer period was extended till February 17, 2021. Arkadiusz Krasnodebski, Jakub Celinski,l Michal Wasiak and Agnieszka Stefanowicz-Baransk of Dentons acted as the legal advisor to Mansa Investments sp. z o.o. Deloitte Advisory Sp. z o.o., Investment Banking Arm acted as the financial advisor to Polenergia S.A.

Brookfield Renewable Partners L.P. (TSX:BEP.UN) completed the acquisition of 22.8% stake in Polenergia S.A. (WSE:PEP) for approximately PLN 650 million on February 22, 2021. Brookfield Renewable Partners tendered 10,370,213 Shares of Polenergia S.A. On February 25, 2021, the settlement of the transaction will take place.