Scatec Solar acquires SN Power, building a global leader in renewable energy
Scatec Solar has signed a binding agreement to acquire 100% of the shares in SN Power, a leading hydropower developer and IPP, from Norfund for a total equity value of USD 1,166 million.
The acquisition forms an important part of Scatec Solar’s broadened growth strategy, with an ambition to become a global large-scale player in solar, hydro, wind and storage solutions, and an integrator of high-value infrastructure solutions.
Scatec Solar and SN Power have a unique and complementary portfolio of assets, geographical footprint and capabilities, and will together hold a large project pipeline across solar, hydro, wind and storage.
The combined company will have 450 employees, power plants in 14 countries and gross 3.3 GW of plants in operation and under construction. When all plants are in full operation from early 2021, the median annual production is expected to be 4.1 TWh.
“Hydropower and solar PV are complementary technologies, resulting in new project opportunities, for instance floating solar on hydro reservoirs. With this transaction we see great potential in broader project origination and geographical expansion into growth markets in South East Asia and Sub-Sahara Africa. SN Power adds scale and significant cash flow from operating plants and will raise stakeholder value; benefiting customers, employees, shareholders, business partners and the societies in which we operate,” says Raymond Carlsen, CEO of Scatec Solar.
“Norfund’s investment in SN Power has contributed to job creation, improved living conditions and avoided carbon emissions. By mobilising private capital in SN Power, we can recycle significant funds for new investments, demonstrating the effectiveness of using development aid to invest in clean energy in developing countries,” says Tellef Thorleifsson, CEO of Norfund.
Key transaction highlights
- Scatec Solar has signed a binding agreement to acquire 100% of the shares in SN Power AS from Norfund for a total equity value of USD 1,166 million.
- The transaction includes SN Power’s portfolio of hydropower assets in the Philippines, Laos and Uganda with a total gross capacity of 1.4 GW (net 0.5 GW) and gross median production of 6.1 TWh (net 1.8 TWh).
- SN Power has a project pipeline totaling gross 2.5 GW mainly across Asia and Sub-Saharan Africa. Scatec Solar will further accelerate growth and have a combined project pipeline of 9.5 GW across solar, hydro, wind and storage.
- Norfund, the Norwegian Investment Fund for developing countries, has been a long-term partner of Scatec Solar in a successful private-public partnership. As part of this transaction, the parties will establish a new joint venture for SN Power’s Sub-Saharan Africa hydro assets and to develop the hydropower pipeline in the region. Norfund will retain a 49% stake and Scatec Solar hold 51% in the Joint Venture and Scatec Solar will be the operator.
Compelling strategic benefits
- Hydropower has inherently attractive characteristics including storage, perpetual asset life, and low operational risk and gearing.
- Technological and geographical diversification further enhances cash flow resilience and increases optionality with respect to profitable growth.
- Leverages Scatec Solar’s long-standing emerging markets expertise within project development and Engineering, Procurement and Construction (EPC) to accelerate growth
- Scatec Solar and SN Power are a strong cultural fit. Rooted in Norway’s industrial tradition, both companies are ambitious front-runners in green energy in emerging markets, while adhering to the highest standards in ESG.
- With SN Power, Scatec Solar will strengthen its position as a partner for governments and communities that are seeking economic growth. The Company will also be more relevant for corporate customers seeking cleaner and more affordable energy and for shareholders who wish to position themselves in the rapidly growing renewable energy space.
- In 2019, SN Power had proportionate revenues of NOK 1,766 million and EBITDA of NOK 1,149 million, and the combined company had proportionate revenue of NOK 8,108 million and EBITDA of NOK 2,720 million, corresponding to an EBITDA margin of 34%
- The acquisition is fully funded through a combination of cash available from Scatec Solar’s balance sheet, a USD 200 million vendor note, a USD 150 million term loan and a USD 700 million acquisition financing from Nordea, DNB, BNP Paribas and Swedbank. The acquisition finance is available until 12 months after transaction close and is expected to be refinanced through debt and equity.
- The combined company will hold proportionate net debt, including a of NOK 18 billion of which NOK 6.8 billion at group level – including the term loan and acquisition financing.
- The acquisition offers an attractive opportunity to create significant value for Scatec Solar’s shareholders and is expected to deliver returns well above Scatec Solar’s cost of equity and be highly accretive to underlying earnings in 2020 and beyond
- Through the addition of high quality, long-term earnings, the transaction further diversifies the group’s cash flows and strengthens Scatec Solar’s ability to accelerate further growth
The transaction is conditional upon customary regulatory approvals and local competition approvals and is likely to be completed in the first half of 2021. Until then the two companies will continue to operate as separate entities.
Integration preparations will start immediately. Scatec Solar will continue to be listed on Oslo Stock Exchange (Oslo Børs) and intends to change its name to Scatec.
For additional information, see the attached investor presentation.
J.P. Morgan (financial), SpareBank1 Markets (financial), Advokatfirmaet Selmer (legal), King & Spalding (legal), EY (financial and tax due diligence), Multiconsult (environmental & social due diligence) and Sweco (technical and environmental & social due diligence) acted as advisors to Scatec Solar in connection with the transaction.