Audax Renovables S.A. announces intention to launch a voluntary offer to acquire all shares in Elmera Group ASA
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Barcelona/Oslo, 25 June 2026
Audax Renovables S.A. ("Audax") announces its intention to launch a voluntary offer (the "Offer") to acquire all outstanding shares in Elmera Group ASA ("Elmera") for a cash consideration of NOK 41.20 per Elmera share (the "Offer Price"). The Offer Price represents a premium of:
• 39.4% to the closing price as of 24 June 2026 of NOK 29.55 • 38.5% to the volume-weighted average share price adjusted for dividend during the last 30 calendar days up to and including 24 June 2026 of NOK 29.7 • 33.4% to the volume-weighted average share price adjusted for dividend during the last 60 calendar days up to and including 24 June 2026 of NOK 30.9 • 31.4% to the volume-weighted average share price adjusted for dividend during the last 90 calendar days up to and including 24 June 2026 of NOK 31.3
The launch of the Offer will be subject to Audax receiving access to and having completed a due diligence review of the Elmera group to the satisfaction of Audax and its financing sources.
Elmera shareholders, representing in aggregate approximately 39.2% of the shares excluding treasury shares, including funds managed by Nordea Investment Management holding 15.1% of the shares, funds managed by ODIN Forvaltning holding 5.1% of the shares, funds managed by Storebrand Asset Management holding 5.0% of the shares, funds managed by Holberg holding 4.2%, funds managed by Alfred Berg Kapitalforvaltning holding 4.1% of the shares and funds managed by Arctic Asset Management holding 3.3% of the shares, have confirmed that they support the launching of the Offer by Audax and that they intend to tender their shares into the Offer if launched on the terms set out herein, and encourage the board of Elmera to facilitate Audax' due diligence.
Completion of the Offer will be subject to a minimum acceptance level of at least 66.7% of Elmera's issued and outstanding shares and votes on a fully diluted basis. While Audax' intention is to acquire 100% of Elmera, Audax also sees strong merits in holding a majority stake in Elmera. Audax does not own any shares in Elmera as of today.
Audax has recently provided certain indicative proposals to the Board of Directors of Elmera. The intended Offer announced today includes improved price, terms and conditionality compared with the proposals communicated in private to the Board. Audax is publicly announcing its intention to launch an offer to allow the shareholders of Elmera to consider the Offer in a transparent manner. It is Audax intention to seek collaboration with and support from the Board of Elmera, allowing the shareholders to realise the value of their shareholding in Elmera at an attractive level.
Audax in brief
Audax is an independent pan-European multi-utility group combining a leading energy supply platform with a growing renewable power generation business employing more than 800 professionals. Founded in 2000, the Audax group has established a differentiated position in the European energy market through the integration of energy supply activities with a portfolio of onshore wind and Solar PV assets. Audax is publicly listed on the Spanish Stock Market under the ticker symbol ADX.MC and the current market capitalization exceeds EUR 600 million.
Audax operates its supply business across seven European markets (Spain, Portugal, Italy, the Netherlands, Germany, Poland and Hungary) with a strong focus on small and medium businesses (SMEs) and industrial customers. The Audax group currently serves approximately 462,000 points of delivery (PODs), holding well-established positions in its core markets (Iberia, the Netherlands and Hungary), including the SME segment in Spain, the multi-site segment in the Netherlands and the industrial segment in Hungary.
Audax also benefits from strategic partnerships within the energy procurement ecosystem, including its long-standing collaboration with the global energy players like Shell and Axpo (among others), which strengthen market access capabilities and supports efficient sourcing and risk optimisation across its supply operations.
Alongside its supply activities, Audax owns, operates and develops a renewable power generation platform spanning six countries (Portugal, Spain, Italy, France, Poland and Panama), with over 300 MW of operating capacity and a highly visible development pipeline exceeding 1 GW. The Audax group’s generation business is based on a long-term fixed-price PPA strategy, providing earnings stability and cash flow predictability.
For 2025, Audax reported EUR 1.9 billion of total revenue, EUR 224 million of adj. gross margin (net revenue) and EUR 116 million of adj. EBITDA. The Audax group combines a best-in-class commercial platform with a disciplined and prudent risk management framework, underpinned by a robust hedging strategy designed to mitigate energy price volatility and provide visibility over margins and cash flows.
Transaction Rationale
Rather than a traditional integration-driven acquisition, the proposed transaction is intended to create a long-term strategic partnership between two highly complementary platforms. The objective is to preserve and reinforce the strengths of both companies, while benefiting from a structured exchange of capabilities that accelerates value creation on both sides.
From Audax to Elmera, the partnership will bring a well-established international expansion framework across nine European markets, a proven multi-country scaling model, and deep expertise in customer acquisition, retention and product innovation in the B2B customer segment. In addition, Audax will contribute advanced know-how in energy management, digitalisation and emerging algorithmic optimisation capabilities, alongside the financial capacity to support selective investment in next-generation platforms and growth initiatives. Furthermore, Audax's pan-European platform will provide Elmera with meaningful regulatory diversification, reducing concentration risk exposure to Nordic regulatory developments, while benefiting from well-established cross-jurisdictional regulatory expertise.
From Elmera to Audax, the combination will provide exposure to a high-quality, stable and digitally advanced Nordic platform, characterised by a resilient customer base, strong multi-service execution capabilities and a proven ability to innovate in adjacent services, including bundling, mobile offerings and emerging digital solutions. The Nordic environment will also offer Audax exposure to a highly relevant “test-and-learn” ecosystem, particularly in areas such as smart metering, digital engagement and next-generation customer solutions.
The proposed transaction is perfectly aligned with Audax’ corporate growth strategy, which is centred on building a diversified platform of leading energy supply businesses across key European markets, and enhancing the Audax group’s profile through the transfer of operational expertise, technology and best practices. Within this framework, the proposed transaction represents a compelling and natural expansion into the Nordic region, a market defined by high renewable penetration, advanced digital maturity and structurally sophisticated customer demand.
The proposed transaction will be structured to ensure that Elmera continues to operate with a high degree of strategic and operational autonomy in the Nordics, preserving its strong local brands, management depth and market proximity. The intention is to invest in a model which is already working, through targeted collaboration and selective capability sharing, in line with Audax' proven multi-brand approach.
Ultimately, the proposed transaction will establish a strategic framework in which both groups benefit from complementary strengths: Elmera’s advanced Nordic platform and customer sophistication, and Audax’s multi-market scaling capability and operational toolkit. The result will be a more robust, flexible and future-ready European energy group, positioned to capture growth opportunities while maintaining disciplined capital allocation and strong local execution.
Oscar Santos Juvé, the General Manager of Audax comments: “This transaction reflects our conviction in the strength of Elmera's platform and its management team. Our intention is to support and accelerate Elmera's development by bringing additional capabilities, including new technologies, enhanced energy management solutions and a broader European product offering, while opening the door to strategic partnerships that can further strengthen the platform. By combining Elmera's strong local position with our multi- country experience, we aim to enhance the value delivered to customers while preserving its local identity and operational autonomy."
Key Offer Terms and Conditions
Under the Offer terms, Audax will through a special purpose vehicle to be incorporated for such purpose, offer the Elmera shareholders NOK 41.20 per Elmera share in cash consideration, excluding the treasury shares held by Elmera. The total value of the Offer is approximately NOK 4.5 billion based on 109,342,087 outstanding shares in Elmera, excluding treasury shares. If Elmera should resolve to distribute dividends or make any other distributions to Elmera's shareholders with a record date prior to completion of the Offer, the Offer Price shall be adjusted to compensate for the effects of such dividends or other distributions.
Launch of the offer will be subject to completion of a confirmatory due diligence review of key commercial, financial, tax, legal, energy management and IT aspects of Elmera group to the satisfaction of Audax and its financing sources. Audax will perform such due diligence together with an experienced team of advisors and looks forward to engaging with Elmera to complete the due diligence without delay.
Completion of the Offer will be subject to customary conditions (which, where permitted, may be waived by Audax at its discretion), including but not limited to:
• A minimum acceptance level of 66.7% of the issued and outstanding share capital and voting rights in Elmera on a fully diluted basis. • All required regulatory approvals, consents and clearances in connection with the Offer shall have been obtained on terms satisfactory to Audax. • No material adverse change having occurred in the Elmera group, including in respect of its business, operations, financial condition or result of operations as compared with the position set out in Elmera's quarterly report for Q1 2026. • No action has been taken or threatened, or proceedings initiated by a relevant authority that seeks to prohibit, materially restrict, impose material conditions or materially delay the completion of the Offer. • No material transactions being agreed or completed by the Elmera group, including decisions to merge, demerge, acquire, or sell significant assets. • Elmera in all material respects conducting its business in the ordinary course, and no change to the share capital of Elmera or corporate restructuring, no dividends or other distributions to Elmera's shareholders and no issuance of shares or any financial instruments giving a right to subscribe for shares in Elmera being resolved or conducted.
If it should become clear, prior to the launch of the Offer, that any such conditions are not likely to be satisfied, Audax reserves the right not to launch the Offer.
The Offer will be financed through a combination of equity provided by Audax and/or its affiliates, and funding from external investors and lenders. Consequently, subject to completion of the due diligence to the satisfaction of Audax' financing sources prior to launch of the Offer, the Offer will not be subject to any financing condition.
Subject to the launch conditions being fulfilled, the complete details of the Offer, including all terms and conditions, will be included in an offer document (the "Offer Document") to be sent to Elmera's shareholders following review and approval by the Norwegian Financial Supervisory Authority pursuant to Chapter 6 of the Norwegian Securities Trading Act.
Advisors
Alantra Corporate Finance S.A.U. and DNB Carnegie, a part of DNB Bank ASA, are acting as financial advisors to Audax in the process. J&A Garrigues, S.L.P. is acting as Spanish and global legal advisor and Wikborg Rein Advokatfirma AS is acting as Norwegian legal advisor to Audax.
About Audax
Audax is the energy company that helps people and businesses make the most of their energy. We are a vertically integrated energy group whose main activities focus on the retail of electricity and gas, offering energy efficiency solutions, as well as the production of renewable electricity through wind and solar technology. With operations in 9 countries and more than 800 professionals, we supply electricity and gas to over 483 thousand customers and manage a renewable generation portfolio of more than 1 GW of installed capacity. We are listed on the stock exchange and have a solid financial position. We are based on three pillars: tailor-made solutions based on data, proven solvency and a commitment to transparency. We are energy managers: we transform complexity into something simple and efficient, so that customers can focus on what really matters. For more information, visit www.audaxrenovables.com For further information, please contact:
Audax Renovables, S.A., investor relations Phone: +34 932 405 306 E-mail: investor.relations@audaxrenovables.com
Press Contact - Harmon Paula Lacruz / Javier Villafruela audaxrenovables@harmon.es 626 12 93 00 / 669 26 72 47
Media contact: Geir Bjørlo, Corporate Communications AS +47 915 40 000 | geir.bjorlo@corpcom.no
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Important notice This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Offer, if any, will be only be made on the basis of an Offer Document approved by the Norwegian Financial Supervisory Authority, and can only be accepted pursuant to the terms of such Offer Document. The Offer will not be made in any jurisdiction in which making of the Offer would not be in compliance with the laws of such jurisdiction or would require that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Norwegian law and regulations. This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Audax. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
Forward-looking information Statements in this press release relating to future status and circumstances, including, whether Audax makes the Offer or closes the Offer, statements regarding future performance, as well as benefits of the intended Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “expects”, “believes”, or similar expressions. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Audax. Any such forward-looking statements speak only as of the date on which they were made and Audax has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.