Elliott Submits Agenda Item for EDP’s Upcoming AGM
Funds advised by Elliott Advisors (UK) Limited (together, “Elliott”) have requested the addition of an agenda item to the upcoming Annual General Meeting (“AGM”) of EDP – Energias de Portugal, S.A. (“EDP” or the “Company”) – providing shareholders with a vote on one of the key conditions precedent for the takeover bid submitted by China Three Gorges Europe S.A. (“CTG”) in May 2018 (the “Bid”). Elliott believes the proposed resolution – a vote on the amendment of EDP bylaws to lift an existing 25% cap on voting rights – will clarify EDP’s existing situation vis-à-vis the Bid, thus resolving the current impasse and affording EDP a clear pathway forward.
Since outlining its views last month on how EDP should invest in growth and optimise its portfolio to deliver superior value, Elliott has been encouraged by the constructive response received from a diverse set of stakeholders. EDP’s Strategic Update presented on 12 March 2019 marked an important first step in the right direction, and while Elliott remains encouraged by this progress, a stronger and accelerated portfolio optimisation plan is ultimately needed to drive sustained value creation and superior growth.
To pursue a more ambitious strategy and plan for the future, EDP needs to overcome the significant uncertainty created by CTG’s takeover bid. Today, there exists a clear consensus among stakeholders: CTG’s Bid in its current form is not in the best interests of EDP. The offer price falls far short of what would be required to garner shareholder support.
In its own detailed assessment of the Bid published on 8 June 2018, EDP’s Executive Board of Directors itself concluded, “The price offered does not adequately reflect the value of EDP and the implied offer premium is low considering what is customary for European utilities where the offerors have acquired control.” Beyond its failure to reflect fair value, Elliott believes the Bid would also significantly weaken EDP, leaving the Company with a less attractive asset mix and fewer growth opportunities.
On a more practical level, Elliott is not aware of any significant progress on the numerous conditions precedent required for the transaction to proceed, including approval from major anti-trust, foreign investment, energy and other regulatory bodies around the world. Not only have major regulatory bodies not approved the transaction, but CTG has yet to file the necessary applications in most major jurisdictions.
Among other key requirements for the Bid, shareholders must amend EDP’s bylaws and lift an existing 25% cap on voting rights. Common in Portugal, the voting cap aims to protect against a large shareholder exerting undue power over a company without paying a premium to shareholders for this effective control. In the case of EDP, lifting the cap would signal support for a takeover by the largest shareholder without a proper premium. If shareholders reject the lifting of the voting cap, the Bid would not meet a required condition precedent. Unless that condition is then immediately waived by CTG, Elliott believes there would be sufficient cause for the Portuguese authorities to terminate the Bid.
In its request submitted to the Vice-Chairman of EDP’s Board of the General Shareholders’ Meeting on 27 March 2019, Elliott has therefore proposed an agenda item for the 24 April 2019 AGM, in which shareholders will be able to vote on whether EDP should lift the 25% cap on voting rights of any shareholder, subject to the successful completion of the CTG’s Bid. In calling for this vote, Elliott is making clear that it intends to vote against the resolution and recommends all fellow shareholders do the same. Should the resolution fail to receive a supermajority of two thirds of shareholders present at the 24 April 2019 AGM, the voting cap will remain in effect. Such a result should not only allow for a prompt termination of the Bid in its current form, but will also provide the Company with the necessary clarity to plan for the future.
Since its offer more than ten months ago, CTG’s stalled Bid has had the practical effect of hindering EDP’s progress on multiple fronts. Elliott’s proposed resolution provides an opportunity for all shareholders – including CTG – to help resolve the current impasse. A vote would empower EDP shareholders to end the uncertainty caused by CTG’s Bid, which in turn would allow EDP’s leadership to pursue a more ambitious strategy of portfolio optimisation and investment.
Elliott continues to fully respect CTG’s position as EDP’s largest shareholder, and in any scenario going forward, Elliott recognizes that CTG will have an important role to play in charting EDP’s future. Elliott remains committed to constructive engagement with EDP’s General and Supervisory Board, EDP’s Executive Board of Directors, and its fellow shareholders – including CTG – to advance long overdue reforms that can help secure a brighter future for EDP.
For additional resources related to EDP’s unique value-creation opportunity, Elliott encourages interested parties to visit www.Empower-EDP.com.
Elliott Management Corporation manages two multi-strategy funds which combined have approximately $34 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Management Corporation.
Elliott Advisors (UK) Limited
Sarah Rajani CFA
+44 (0) 20 3009 1475
António Cunha Vaz
+351 210 120 600
+351 917 596 958
About Business Wire
(c) 2018 Business Wire, Inc., All rights reserved.
Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.
Subscribe to releases from Business Wire
Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from Business Wire
Wildz Casino Leads the Way in iGaming Machine Learning and Automation16.7.2019 09:00:00 CEST | Press release
As iGaming continues to expand into new global markets, Wildz Casino has entered the game at a time when innovation and ‘Machine Learning’ are emerging as dominant factors in this industry. Powered by a Rootz platform allowing for full automation, early signs are promising. Optimisation based on customer preferences has increased player value by 27% with streamlined, automated processes improving efficiency in all facets of the business. In today’s iGaming industry, it appears the innovative team behind Wildz.com are leading the charge into a ‘Machine Learning’ assisted future. By 2025, the global AI market is projected to be valued at almost $60 billion compared to $1.4 billion just a few years ago. Compared to competitors, Wildz has entered the market early. The result? A perfectly functioning machine, easy on the eye, with superb player incentives and an unrivalled Loyalty+ programme. Wildz by Rootz is powering Machine Learning and Automation into the iGaming future. Learn more abou
LifeSpan BioSciences Announces the Acquisition of Everest Biotech16.7.2019 08:00:00 CEST | Press release
LifeSpan BioSciences (LSBio™), a leading provider of antibodies and life science research reagents, is pleased to announce its acquisition of Everest Biotech. Everest Biotech are ISO 9001:2015 certified experts in antigen affinity purified goat polyclonal antibodies. The acquisition of Everest Biotech further expands LSBio’s product offering and strengthens the company’s position as one of the fastest growing providers in the research reagent market. Through its partnerships, LSBio now offers a comprehensive catalogue of reagents that can be coupled with their extensive collection of IHC validated primary antibodies. “We are looking forward to adding the Everest Biotech product range to the LSBio portfolio,” said Heather Holemon, CEO of LSBio. “Everest Biotech products are of exceptionally high quality and perfectly complement our existing portfolio.” The Everest Biotech commitment to quality and continuous improvement has ensured the growth of their catalogue, which now contains thous
AppyParking Closes £7.6 Million Series A Funding16.7.2019 07:00:00 CEST | Press release
AppyParking, the kerbside management and mobility technology firm that is transforming parking for motorists and empowering local authorities and car park operators to better manage their assets, announced that the company has just closed a £7.6 million Series A round. The funding round includes new strategic investment from Hyundai Motor Company and Sumitomo Corporation. It was led by West Hill Capital, the London based venture capital firm, with participation from existing investors Aviva Ventures and Breed Reply. The investment brings AppyParking’s total funding since launch to over £11 million and will enable the company to accelerate product development, support domestic and international growth and continue to expand their talented team. Founded in 2013 with the launch of their award-winning smart parking app, AppyParking is on a mission to make parking forgettable and help prepare cities for the rise of autonomous vehicles. They were the first company in the world to focus on th
Dubai to Organise Global Investment in Aviation Summit in January 202016.7.2019 07:00:00 CEST | Press release
The General Civil Aviation Authority (GCAA) of UAE has announced that the second edition of Global Investment in Aviation Summit (GIAS) 2020, themed ‘Enabling Global Aviation Growth through Fund Raising and Key Partnerships’ will be held in Dubai from January 27-29. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190716005136/en/ Saif Mohammed Al Suwaidi, Director General of the GCAA (Photo: AETOSWire) Over 200 investors and 1,200 delegates, besides selected government officials, aviation organisations, finance & insurance firms, aviation asset owners, aircraft operators & logistic service providers and legal consultants are expected to turn up at the event. While disclosing the details of the summit Saif Mohammed Al Suwaidi, Director General of the GCAA, highlighted the UAE’s remarkable position in the international and regional aviation industry. Al Suwaidi said, “The national agenda for 2021 aims for UAE to be the world fi
Our Toy Stories @ Harbour City16.7.2019 02:13:00 CEST | Press release
While Disney and Pixar’s “Toy Story 4” is hitting the big screens around the world this summer, Harbour City, the largest shopping mall in Hong Kong, is joining forces with Disney to bring the movie to life from now till 4 August, 2019! Inspired by the movie, Harbour City has transformed into a “Toy Story” themed carnival with different games and challenges at Ocean Terminal Forecourt next to Star Ferry Pier and Ocean Terminal Deck with stunning Victoria Harbour view, where fans can play with Woody and the gang under the best Harbour & Sunset views in Hong Kong! This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190715005854/en/ Large Scale Toy Story Carnival at Harbour City in Hong Kong (Photo: Business Wire) Additionally, fans can experience other fun, immersive activities throughout the mall including The Art of Toy Story 4 exhibit, kids’ workshops, “Toy Story 4” pop-up store, along with a “Toy Story” themed dessert pop-up st
HSEVEN Accelerate World-Class African Startups16.7.2019 01:00:00 CEST | Press release
HSEVEN, Africa’s largest accelerator is launching “HSEVEN DISRUPT AFRICA”, an ambitious startup acceleration program designed for entrepreneurs of the Moroccan and African diaspora. The 6-month program will provide a seed investment of €150,000 plus an eventual investment of €500,000 to €1.5 million. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190715005770/en/ HSEVEN team (Photo: AETOSWire) HSEVEN DISRUPT AFRICA is designed to support exceptional entrepreneurs building high-impact startups, and targets seed and early stage startups with 2 to 5 founders that are eager to impact Africa through innovative services, products and business models. The program will start with a global call for applications, followed by an international selection roadshow in New York, Montréal, San Francisco, Shanghai, Dubaï, Londres, Amsterdam, Paris, Casablanca. The selected startups will benefit from a seed investment of €150,000 at the beginn