We reviewed the acquisition report of Eesti Energia
Challenge
Eesti Energia AS, the main shareholder of Enefit Green AS, needed to conduct a voluntary takeover bid for all shares of Enefit Green AS not already owned by them. The company required professional audit and valuation services to determine fair compensation for minority shareholders and to ensure compliance with statutory requirements. The engagement involved assessing the valuation methodology, verifying fair value calculations, and ensuring the integrity of the acquisition report in accordance with international assurance standards.
Eesti Energia is progressing towards becoming a strong, integrated energy group. Acquiring full, 100% ownership of Enefit Green was an important milestone on this journey. Grant Thornton served as a trusted partner throughout the preparation and auditing of the takeover report. The professional expertise and thorough analysis provided by the Grant Thornton team gave us confidence that our offer to minority shareholders was fair and well-founded. We appreciate the Grant Thornton team for their efficient, professional, and effective collaboration. — Marlen Tamm, Board Member and CFO at Eesti Energia
Solution
Grant Thornton Baltic provided comprehensive audit and valuation services for the acquisition report. The scope of engagement included assessing the key assumptions and reasonableness of the valuation model applied by Eesti Energia AS, verifying the integrity and mathematical accuracy of the fair value calculation model used in determining compensation, and performing additional procedures necessary to verify the compliance of the data presented in the takeover report. The final compensation per share was determined at EUR 3.40, based on the arithmetic average of Enefit Green's pre-offer share prices, adjusted by a premium identified through analysis of sector-specific takeover transactions. The engagement was performed in accordance with International Standard on Assurance Engagements (Estonia) 3000, strictly adhering to professional ethical standards to ensure independence and sufficient evidentiary support for conclusions.
Results
On 7 April 2025, Eesti Energia AS announced a voluntary takeover bid for all shares of Enefit Green AS not already owned by them, offering EUR 3.40 per share. By the conclusion of the bid on 12 May 2025, approximately 20% of shareholders accepted the offer. Consequently, Eesti Energia AS now holds approximately 97.2% of Enefit Green AS and initiated the process to acquire the remaining shares. Grant Thornton Baltic's audit confirmed that the determined compensation of EUR 3.40 per share substantially complies with statutory requirements. The audit provided assurance that the valuation methodology was sound and the fair value calculation was accurate, enabling Eesti Energia to proceed with confidence in the acquisition process.