Iberdrola Renewables Australia Pty Ltd made an offer to acquire Infigen Energy Limited (ASX:IFN) from a group of shareholders for approximately AUD 890 million on June 17, 2020. The offer price is AUD 0.86 per share. As of June 29, 2020, Iberdrola Australia increased offer per share to AUD 0.89 from AUD 0.86. The Children's Investment Master Fund, fund managed by TCI Fund Management Limited and Ciff Capital UK LLP have entered into a pre-bid purchase agreement to sell 194.13 million shares of Infigen stapled securities, representing 20% to Iberdrola. If the offer becomes or is declared unconditional, Infigen Security holders who accept the Offer will receive their cash consideration on or before the earlier of one month after the Offer is accepted or, if the Offer is subject to a Condition, within one month after the Offer becomes or is declared unconditional and 21 days after the end of the Offer Period. Infigen has also agreed to certain exclusivity conditions with Iberdola including ‘no shop', ‘no talk' provision. Under the terms Infigen to pay a break fee of 1% of the equity value of Infigen implied by the Offer in certain circumstances. Iberdrola intends to fund the maximum offer consideration from funds provided to Iberdrola via the provision of intra-group loans or equity from within the Iberdrola Group. Iberdrola therefore has access to sufficient cash reserves to fund the Maximum Offer Consideration and to cover all transaction costs associated with the Offer. Iberdrola received a binding commitment from Iberdrola Financiación S.A.U. will arrange for a credit facility agreement to fund the payment of the total consideration payable under the Offer. As soon as practicable after Iberdrola acquires a Relevant Interest in more than 50% of the Infigen Stapled Securities and the Offer becomes or is declared unconditional, Infigen will take all actions necessary to cause the appointment of the nominees of the Iberdrola to the Infigen Board and procure that the Infigen Directors nominated by Iberdrola, resign and release Infigen from any claims they may have against Infigen, provided that until Iberdrola acquires all of the Infigen Stapled Securities, there are at least two independent members of the Infigen Board who are not nominees of the Iberdrola Australia. Philip Green has resigned as a Director from the Infigen Board. Len Gill, Ross Rolfe and Sylvia Wiggins are directors of Infigen, who owned or controlled relevant interest in Infigen Stapled Securities which were the subject of the Iberdrola Offer has accepted the Iberdrola Offer, or procured acceptance of the Iberdrola Offer, in respect of these Infigen Stapled Securities.

The Offer is subject to approval of FIRB being obtained and subject to the offer becoming unconditional and upon Iberdrola acquiring more than 50% of the Infigen Stapled Securities no Material Adverse Change between the Announcement Date and the end of the Offer Period. If Iberdrola becomes entitled to compulsory acquisition that is 90% interest or more in Infigen Stapled Securities, Shareholders will receive the same consideration as the Offer Price. As on June 24, 2020, the offer is unanimously recommended by the Infigen Board. Infigen Energy Limited board unanimously recommends the investors should reject UAC's offer. The Infigen Directors have unanimously recommended that Infigen Security holders accept the Offer of Iberdrola Renewables Australia Pty Ltd in the absence of a superior proposal. Furthermore, the Infigen Directors intend to accept the Offer with respect to their Infigen Stapled Securities, in the absence of a superior proposal. The offer by Iberdrola superior to the UAC Energy Offer and subject to less conditionality. As of June 29, 2020, as UAD increased offer per share to AUD 0.86 and Iberdrola Australia to AUD 0.89 so Infigen Board advised shareholders to take no action at this time. The Board of Infigen unanimously recommend investors to accept the offer and has waived the conditions of its off-market takeover bid excluding the condition that Iberdrola receive approval from Australia's Foreign Investment Review Board to acquire all of the Infigen stapled securities and the minimum acceptance condition that Iberdrola acquire of more than 50% of the Infigen stapled securities. The First Supplementary Bidder's Statement has been approved by a resolution of the directors of Iberdrola Australia on June 30, 2020. The minimum acceptance condition that calls for Iberdrola to acquire more than 50% of Infigen's stapled securities could be met before Iberdrola's bid expires on July 30, 2020. As of July 3, 2020, Board of Directors of Infigen recommends to accept the offer and reject the offer from UAC as the Board believes despite UAC offer becoming unconditional, Iberdrola offers a higher price and Iberdrola is capable of satisfying the conditions. As of July 7, 2020, FIRB conditions were fulfilled and hence the offer became free of that condition. Third Supplementary Bidder's Statement has been approved by a resolution of the directors of Iberdrola Australia on July 16, 2020. Iberdrola waives of minimum acceptance condition and Iberdrola Offer is now unconditional. Security holders who have accepted or do accept the Iberdrola Offer will receive payment within 5 business days or the date of receipt of the valid acceptance. The board of directors of Infigen unanimously recommends that Infigen Security Holders accept the Iberdrola Offer and reject UAC offer, in the absence of superior proposal. On July 20, 2020, fourth bidder statement was approved by a resolution of the directors of Iberdrola Australia. The statement states that pre-bid agreement is no longer subject to condition. As of July 22, 2020, Iberdrola increased the offer per share from AUD 0.89 to AUD 0.92, if Iberdrola receives incremental acceptances of at least a further 13% of Infigen Stapled Securities on or before July 30, 2020. The offer has been extended under the Corporations Act and is now scheduled to close on August 7, 2020. On August 6, 2020, The Board unanimously recommends Security Holders accept the cash takeover offer from Iberdrola at AUD 0.92 per Stapled Security. Iberdrola has advised the market and Infigen that it's voting power in Infigen is 52.75%, giving Iberdrola effective control of Infigen and as a result of the increase of Iberdrola's voting power in Infigen to more than 50%, Iberdrola's off-market takeover offer at AUD 0.92 per Infigen Stapled Security has been automatically extended for two weeks. As on August 10, 2020, Infigen directors unanimously recommend that Infigen Security Holders accept the Iberdrola Offer. As at prior to August 18, 2020, Iberdrola's voting power in Infigen was 67.25% and accordingly Iberdrola has effective control of Infigen. The Iberdrola Offer period is now scheduled on August 19, 2020. As of August 26, 2020, the Iberdrola Offer shall remain open for acceptance till September 9, 2020, unless further extended. On September 9, 2020, Iberdrola extended the offer period till September 23, 2020. As reported on September 23, 2020, the Iberdrola extended the offer period till October 21, 2020.

Nomura Australia Limited, Danny Bessell, Chris Forman and Simon Barnes of Rothschild Australia Limited, Juan Gich, Iñigo Pañeda and Gorka Irigoyen of Rothschild Gestión Agencia De Valores, S.A. and Emmet Walsh of N M Rothschild & Sons Limited acted as financial advisors, Iñigo Gomez-Jordana of DLA Piper Rudnick Gray Cary Spain S.L and James Stewart, Tom Fotheringham, Lyndon Masters, Roger Hawkins and Tarrant Sewell of DLA Piper Australia Pty Ltd acted as legal advisors to Iberdrola. John Williamson-Noble and Tim Gordon of Gilbert and Tobin acted as legal advisors, Lazard Pty Limited and Goldman Sachs Australia Pty Ltd as financial advisors to Infigen. Link Market Services Limited acted as Share registrar for Infigen and Pacific Custodians Pty Ltd acted as Facility agent in the transaction.

Iberdrola Renewables Australia Pty Ltd completed the acquisition of Infigen Energy Limited (ASX:IFN) from from a group of shareholders on October 21, 2020. Iberdrola Renewables Australia is now entitled to proceed with compulsorily acquisition. The securities of Infigen Energy will be suspended from quotation at the close of trading on November 2, 2020.