Grant Thornton Baltic audited the acquisition report prepared by Eesti Energia AS, the main shareholder of Enefit Green AS, for the acquisition of shares belonging to minority shareholders.
The valuation and determination of the compensation payable to Enefit Green AS' minority shareholders were performed by Eesti Energia AS.
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.
The scope of our 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 the compensation;
- Performing additional procedures necessary to verify the compliance of the data presented in the takeover report and to form our opinion.
“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
The final compensation per share determined by Eesti Energia AS was 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. Our audit confirmed that the determined compensation substantially complies with statutory requirements.
The Grant Thornton Baltic team was led by Mart Nõmper, Partner and Head of Audit and Assurance Services, and Partner and sworn auditor Janno Greenbaum. Valuation expertise was provided by Erik Suits, Head of Financial Advisory Services, and Artur Suits, Partner and Head of Advisory Services. Financial advisor Dmitry Mishchenko and audit valuation expert Andrei Špakovs were also key members of the engagement team.
The engagement was performed in accordance with International Standard on Assurance Engagements (Estonia) 3000, strictly adhering to professional ethical standards, thus ensuring independence and sufficient evidentiary support for our conclusions.
You can review the acquisition report of the main shareholder of Enefit Green AS (in Estonian) here.
The auditor's report on the acquisition report (in Estonian) can be found here.
