DGAP-News: CHORUS Clean Energy AG

DGAP-News: Combination of CHORUS Clean Energy AG and Capital Stage AG to create one of the leading operators of renewable energy power plants in Germany and Europe

DGAP-News: CHORUS Clean Energy AG / Key word(s): Merger Combination of CHORUS Clean Energy AG and Capital Stage AG to create one of the leading operators of renewable energy power plants in Germany and Europe

30.05.2016 / 08:49 The issuer is solely responsible for the content of this announcement.

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Combination of CHORUS Clean Energy AG and Capital Stage AG to create one of the leading operators of renewable energy power plants in Germany and Europe

Neubiberg/Munich, 30 May 2016 - CHORUS Clean Energy AG, a specialized operator of solar and wind parks, headquartered in Neubiberg near Munich, has agreed with Capital Stage AG on a combination of both companies by way of a share exchange

- Combination by way of an announced share-for-share takeover offer for CHORUS shareholders against shares of Capital Stage

- Attractive premium of 30% compared to the closing price of the CHORUS share and of 36% based on the respective three months volume weighted average price of both companies as of 27 May 2016 prior to announcement of the transaction

- Creation of a leading independent operator of renewable energy power plants in Germany and Europe

- Signing of a business combination agreement defining the core elements of the joint strategy

Neubiberg/München, 30 May 2016 - CHORUS Clean Energy AG ("CHORUS"), a specialized operator of solar and wind parks, headquartered in Neubiberg near Munich, today signed a business combination agreement with Capital Stage AG ("Capital Stage") following approvals from Management and Supervisory Board. On the basis of this agreement, Capital Stage today announced its intention to launch a voluntary takeover offer for all shares of CHORUS.

Capital Stage offers five (5) own shares for three (3) CHORUS shares. Based on the closing prices of the shares of CHORUS and Capital Stage on 27 May 2016 before announcement of the transaction, this represents an offer price per CHORUS share of EUR 10.65 and a premium of 30%. Based on the respective three months volume weighted average of both companies before announcement of the transaction, the exchange ratio results in a price of c. EUR 11.52 per CHORUS share and a premium of 36% for the CHORUS shareholders. Subject to approval of the Annual General Meeting on 22 June 2016 the CHORUS shareholder will furthermore receive a dividend of 18 cent per share.

The combination of both companies creates one of the leading independent operators of solar and wind parks in Germany with a total capacity exceeding 900 MW (including asset management activities). The combined company extends its geographic reach and benefits from operational and financial synergies as well as a more attractive capital markets profile. On the basis of the exchange ratio and the closing price of the Capital Stage share prior to announcement of the transaction, the combined company will have a market capitalisation of around EUR 824 million.

Peter Heidecker, Chairman of the Supervisory Board and largest shareholder of CHORUS, as well as the members of the Management Board Holger Götze, Helmut Horst and Heinz Jarothe have committed to Capital Stage to accept the offer for the shares in CHORUS they own directly or indirectly (together c. 15%).

"The combination of both companies is an attractive opportunity for both parties to pool their competencies and realize significant scale advantages. With joint forces we will be even better able to benefit from the opportunities of market growth and consolidation in Germany and Europe. In addition, the combined company will have a more attractive capital markets profile due to increased size and liquidity." says Holger Götze, CEO of CHORUS.

"The takeover offer provides our shareholders with the opportunity to exchange their shares at an attractive premium into shares of an even more attractive combined company." noted Helmut Horst, CFO of CHORUS.

Latham & Watkins acts as legal advisor and Lazard acts as financial advisor to CHORUS on this transaction.

About CHORUS CHORUS Group was founded in 1998 and operates 76 solar and wind parks with a capacity of more than 335 megawatts in five European countries. With a broadly diversified portfolio, the company generates stable, predictable, and sustainable returns. For professional investors, CHORUS offers investment opportunities in renewable energy plants. CHORUS Clean Energy AG covers the entire investment cycle - from asset sourcing through financial and legal due diligence and monitoring up to divestiture.

Contact us: Stephan Castenholz (Investor Relations) CHORUS Clean Energy AG Tel.: +49-89-442-3060-0 Fax: +49-89-442-3060-11 E-mail: IR(at)chorus.de

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30.05.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

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Language: English Company: CHORUS Clean Energy AG Prof.-Messerschmitt-Straße 3 85579 Neubiberg / Munich Germany Phone: +49 (0)89 442 30 60 - 0 Fax: +49 (0)89 442 30 60 - 11 E-mail: info@chorus.de Internet: www.chorus-gruppe.de ISIN: DE000A12UL56 WKN: A12UL5 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service ---------------------------------------------------------------------------

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