GEK TERNA: A New Chapter Unfolds After the Deal with Masdar

Now that Masdar has completed its acquisition of 70% of TERNA Energy from GEK TERNA, Masdar will shift its attention towards acquiring the remaining 30% of shares through a public offer and GEK TERNA will focus on a new phase of growth.

With the sale of TERNA Energy, the GEK TERNA group will strengthen its position with equity surpassing €2 billion, while reducing its debt by an estimated €1 billion.

GEK TERNA Enters a New Phase
The transaction repositions GEK TERNA with a financial advantage of €3 billion to fuel its expansion in infrastructure, concessions, waste management, and pumped storage derived from hydropower.

GEK TERNA has already added significant assets to its diverse portfolio, including Attiki Odos, Egnatia Odos (pending transfer), and the New International Airport of Heraklion, Crete, and the enhanced financial position will help the company compete for even more major infrastructure projects and concessions.

The group’s concession agreements are set to yield dividends of approximately €10 billion over the coming decades, ensuring significant returns for its shareholders through new and higher valuations.

GEK TERNA is already exploring opportunities in Southeast Europe, in a bid to solidify its status as a leading player in infrastructure and concessions across the broader region.

Waste Management and Energy Storage Projects
GEK TERNA inherited several activities previously under TERNA Energy, including waste management projects (e.g., in Epirus and the Peloponnese) and expects to tender another €2.5 billion worth of projects in the coming years.

As it expands, the GEK TERNA group retains the option to acquire (call option) a 50% stake in specific energy generation and storage projects from Masdar such as hydropower, pumped storage and offshore wind with a total capacity of around 3GW.

Moreover, Masdar has a ‘put option’ to sell to GEK TERNA 50% of the share capital of TERNA Energy’s wholly owned subsidiary that focuses on pumped storage.

The History of the Deal
In October the European Commission (EC) approved the acquisition of sole control of Terna Energy Industrial Commercial Technical SA (‘Terna’) of Greece by Abu Dhabi Future Energy Company PJSC – Masdar (‘Masdar’) of the United Arab Emirates (UAE).

The 3.2 billion euro deal by Masdar was the largest energy transaction on the Athens Stock Exchange and one of the largest in the European renewables sector.

The approval followed Masdar’s acquisition of 67% of the outstanding shares of Terna Energy in a deal announced on June 20, 2024. The transaction was completed at a price of 20.00 euros per share.

According to a press release, Masdar will launch an all-cash mandatory tender offer to acquire the remaining outstanding shares of Terna Energy, aiming for 100% ownership.

This transaction values Terna Energy’s total equity at 2.4 billion euros, with an enterprise value of 3.2 billion euros.

The deal is expected to inject significant capital investment into Greece and other European countries, supporting TERNA ENERGY’s contribution to Greece’s National Energy and Climate Plan (NECP) and the EU’s net-zero by 2050 target.

Terna Energy is also expected to play an important role in growing Masdar’s portfolio across Europe as it targets 100 gigawatts (GW) global capacity by 2030 in support of the global energy transition.