E.ON SE (DB:EOAN) signed an in-principle agreement to acquire 76.8% stake in innogy SE (DB:IGY) from RWE Aktiengesellschaft (DB:RWE) on March 11, 2018. E.ON SE agreed to acquire 76.8% stake in innogy SE from RWE Aktiengesellschaft for €15.7 billion on March 12, 2018. The cash offer price is €36.76 per share. The offer also includes assumed dividends of innogy for the fiscal years 2017 and 2018 in the total aggregate amount of €3.24 per share. Under the agreement in principle, E.ON would receive RWE's 76.8% stake in innogy in return for granting RWE an effective participation of 16.67% in E.ON SE. The shares would be issued by way of a 20% capital increase against a contribution in kind from existing authorized capital. Furthermore, E.ON would transfer to RWE most of E.ON's renewables business and also the minority interests currently held by E.ON's subsidiary PreussenElektra in the RWE-operated nuclear power plants Emsland and Gundremmingen. Also, RWE would receive the entire innogy renewables business, the innogy gas storage business and innogy's stakes in the Austrian energy supplier Kelag. The transfer of businesses and participations would be conducted with economic effect as of January 1, 2018. The transaction further provides for a cash payment from RWE to E.ON of €1.5 billion. In a related transaction, E.ON SE made an offer to acquire 23.2% stake in innogy SE for €4.7 billion on March 11, 2018. RWE has secured a €5 billion credit agreement in preparation for the integration of the renewables activities of E.ON and innogy. The line of credit, provided by 27 international banks, was significantly oversubscribed. Until the transaction completes, E.ON, RWE and innogy remain separate businesses and competitors. Following the acquisition, innogy will integrate into the E.ON Group. The renewables businesses of E.ON and RWE would be brought together under the umbrella of RWE. Post the transaction, the new company will retain the name E.ON, the structures of the German E.ON regional suppliers and the German innogy regional companies are to be retained, Johannes Teyssen, Chief Executive Officer of E. ON, will head the new group. The transaction is subject to approval of EON's and RWE's Boards and antitrust clearances from European Union regulators and Germany's Federal Cartel Office and Federal Financial Supervisory Authority Bafin. Following approval of both companies' boards, a definitive deal is expected to be signed shortly. As of March 11, 2018, the transaction was approved by E.ON's supervisory board. As of March 12, 2018, the transaction was approved by RWE supervisory board. As of July 18, 2018, E.ON SE concluded an agreement with innogy SE to work together to integrate innogy into the E.ON Group. As of January 22, 2019, RWE has filed with the European Commission its planned acquisition of Innogy. As of February 22, 2019, EU Commission has approved the acquisition of renewables businesses and nuclear electricity generation assets of RWE. As per announcement made on February 18, 2019, The EU Commission's preliminary review of the deal ends on March 7, 2019; it can either clear the merger with or without concessions or open a four-month investigation if it has serious concerns. As of April 8, 2019, the transaction has been approved by Britain's Competition Markets Authority. On May 22, 2019, Federal Trade Commission granted early termination of the Hart-Scott-Rodino Act waiting period for RWE AG. Due to necessary regulatory approvals and merger clearance still pending as of July 18, 2018, the acquisition is not expected to close before mid-2019. In June, 2019, E.ON SE offered additional concessions, including the divestment of parts of its electricity operations in Hungary and the sale of Innogy's Czech-based gas and power business. Additionally, it might give up the operation of 32 electric vehicle recharging stations in Germany and terminate contracts with some 0.26 million heating customers. The EU Commission is evaluating the deal and it is expected to announce its final ruling by September 20, 2019. As on September 17, 2019, EU antitrust regulators have cleared the deal, subject to it selling certain business in Germany, the Czech Republic and Hungary. As of August 7, 2019, E.ON SE expects to complete the transaction in September of 2019. As of September 4, 2019, E.ON has informed the management board of its intention to carry out a squeeze out immediately after the European Commission approves the acquisition. By way of consummation of the share purchase and transaction agreement, E.ON will first obtain nearly 76.8 percent of all shares in innogy SE from RWE. Upon completion of the voluntary public takeover offer, E.ON will receive another just over 9.4 percent of the shares in innogy SE. Together with the nearly 3.8 percent of shares in innogy SE acquired via the stock market in the meantime, E.ON will hold, through its subsidiary E.ON Verwaltungs SE, a total of 90 percent of all shares in innogy SE and will thus fulfill the necessary requirements for a merger squeeze-out under the German Transformation Act. Following the consummation of the share purchase and transaction agreement, as well as the voluntary public takeover offer, and after finalization of the review of the adequacy of the cash compensation, an extraordinary general meeting of innogy SE shall be convened to adopt a resolution approving the transfer of shares in innogy SE in return for the stipulated compensation. Furthermore, E.ON Verwaltungs SE reserves the right to alternatively exclude innogy SE's minority shareholders by means of a squeeze-out pursuant to sections 327a et seq. of the German Stock Corporation Act.

Perella Weinberg Partners LP and BNP Paribas Niederlassung Frankfurt acted as financial advisor and Ralph Wollburg, Staffan Illert, Claudia Schneider, Thomas Schulz, Jens Hollinderbäumer, Jochen Laufersweiler, Dirk Horcher, Sabrina Mayer, Achim Kirchfeld, Eva Hennen, Daniel Meyer, Andreas Zenner, Alexander Jüngst, Sebastian Klingen, Krasen Krastev, Klaus von der Linden, Arne Kießling, Julius Raapke, Philipp Hardung and Thomas Kerstan of Linklaters Oppenhoff & Rädler acted as legal advisors to E.ON SE. BoFA Merrill Lynch and Citigroup acted as financial advisor and Freshfields Bruckhaus Deringer acted as legal advisor to RWE Aktiengesellschaft. Rothschild GmbH provided fairness opinion to RWE Aktiengesellschaft's supervisory board. Andreas Austmann, Matthias Hentzen, Hartwin Bungert, Christoph Stadler, Vera Jungkind, Christian Strothotte, Dominik Hess, Mauritz Rogier, Adrian Cavin, Maximilian Schauf and Deniz Tschammler of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB acted as legal advisor to innogy SE. Lazard Ltd. (NYSE:LAZ) served as the financial advisor to innogy. Björn Gaul of CMS Hasche acted as legal advisors to E.ON SE. Wilhelm Reinhardt of Gibson Dunn acted as legal advisor to Lazard Ltd, advising innogy SE. Deutsche Bank Securities Inc. acted as financial advisor to Innogy. Thomas Neubaum and Mark Hallett of Allen & Overy acted as legal advisors to BNP Paribas.

E.ON SE (XTRA:EOAN) completed the acquisition of 76.8% stake in innogy SE (DB:IGY) from RWE Aktiengesellschaft (DB:RWE) on September 18, 2019.