SCHEDULE: ReNew Energy Global Receives Increased $8.00 Per Share Acquisition Offer from Consortium, Bid Conduct Agreement Extended

A consortium led by Canada Pension Plan Investment Board has submitted a revised non-binding proposal to acquire ReNew Energy Global plc for $8.00 per share, while extending their bid conduct agreement until September 30, 2025.

Summary

• Canada Pension Plan Investment Board (CPPIB) and its consortium partners (Masdar, Platinum Hawk C 2019 RSC Limited, and Mr. Sumant Sinha) have submitted a revised non-binding proposal to acquire all outstanding Class A ordinary shares of ReNew Energy Global plc not currently owned by the consortium members.
• The revised offer price is US$8.00 per share, payable in cash.
• This revised proposal represents a 26% premium to ReNew Energy Global's closing share price of $6.34 on December 10, 2024, and a 39% premium to the 30-day volume-weighted average price of $5.76 as of the same date.
• The consortium has undertaken comprehensive due diligence and states that remaining due diligence is purely confirmatory.
• The proposal is non-binding until definitive agreements are executed and delivered.
• The Consortium Bid Conduct Agreement, originally dated December 10, 2024, has been amended to extend the restriction period for consortium members from engaging in certain acquisitions of other renewable energy companies or platforms in India until September 30, 2025.
• CPPIB beneficially owns 88,846,844 Class A ordinary shares of ReNew Energy Global plc, representing 34.6% of the voting rights as of March 31, 2025.
• The consortium expects the special committee to engage with top shareholders and secure irrevocable commitments from certain major shareholders and directors (excluding founder and nominee directors) prior to announcing any binding transaction.
• Internal approvals for signing are expected within three weeks of transaction documents being finalized.

Sentiment

Score: 8

Explanation: The document conveys a strong positive sentiment due to an increased acquisition offer price, significant premiums, and the consortium's stated commitment to move expeditiously towards a binding agreement after extensive due diligence. While still non-binding, the tone and actions indicate a high likelihood of a successful transaction from the consortium's perspective.

Positives

• The consortium has increased its offer price to US$8.00 per share, indicating a higher valuation for shareholders.
• The offer provides a significant premium of 26% to the closing share price and 39% to the 30-day volume-weighted average price as of December 10, 2024.
• The offer is for cash, providing immediate liquidity and value certainty to shareholders.
• The consortium has completed comprehensive due diligence, with remaining diligence being purely confirmatory, suggesting progress towards a definitive agreement.
• The consortium expresses a clear path and willingness to work expeditiously towards a binding transaction.

Negatives

• The proposal remains non-binding, meaning there is no guarantee that a definitive agreement will be reached.
• The consortium requires irrevocable commitments from certain major shareholders and directors, which could be a hurdle to overcome.
• Internal approvals for signing are still pending and are expected to take up to three weeks after transaction documents are finalized.

Risks

• The non-binding nature of the proposal means the transaction may not proceed or may be subject to further changes.
• Failure to reach mutually satisfactory agreement on definitive transaction documents could prevent the deal from closing.
• Inability to secure the expected shareholder support and irrevocable commitments from major shareholders and directors could jeopardize the transaction.
• Internal approvals for the consortium may take longer than anticipated, delaying the announcement of a binding transaction.
• The restriction on consortium members acquiring other renewable energy companies in India, while extended, could limit their strategic flexibility in the Indian market until September 30, 2025.

Future Outlook

The consortium intends to work expeditiously towards the announcement of a binding transaction, subject to mutually satisfactory agreement on transaction documents and obtaining final internal approvals within three weeks of document finalization. They also expect the special committee to engage with top shareholders and secure irrevocable commitments from major shareholders and directors prior to a binding announcement.

Management Comments

• The consortium has undertaken comprehensive due diligence, underscoring its significant investment of resources in this transaction.
• The revised proposal reflects the findings of our due diligence and is a final non-binding offer.
• The consortium believes that its revised proposal, which would provide shareholders with immediate liquidity and value certainty not available in public markets, would be in the best interest of the company and its shareholders.
• The consortium trusts that the revised proposal bears evidence of its willingness to take the transaction forward.
• The consortium sees a clear path to a mutually agreeable transaction on an expedient timeline and looks forward to continuing to work together expeditiously towards the announcement of a binding transaction.

Industry Context

This revised acquisition proposal highlights ongoing consolidation and investment interest in the renewable energy sector, particularly in India, a key growth market for clean energy. Large institutional investors like CPPIB and strategic players like Masdar are actively seeking to expand their portfolios in this high-growth industry, reflecting a broader trend of capital deployment into sustainable infrastructure.

Corporate Governance

Related Party Transactions

• The proposed acquisition involves a consortium that includes existing shareholders (CPPIB, Masdar, Platinum) and the founder (Mr. Sumant Sinha) of ReNew Energy Global plc, making it a related-party transaction for the shares not already owned by the consortium members.

Stakeholder Impact

• Shareholders: Potential to receive a cash payout at a significant premium, offering immediate liquidity and value certainty.
• Company Management: Engaged in negotiations with the consortium's special committee regarding the proposed acquisition.
• Employees: No direct impact mentioned, but potential changes to company structure or operations could occur post-acquisition.
• Creditors: No direct impact mentioned, but a change of control could trigger certain clauses in debt agreements.

Next Steps

• Finalize mutually satisfactory transaction documents with the special committee.
• Obtain final internal approvals from the consortium members (expected within three weeks of document finalization).
• Special committee to engage with top shareholders to ensure support for the transaction.
• Special committee to deliver hard irrevocable commitments from certain major shareholders and directors (excluding founder and nominee directors) prior to announcement.
• Announce a binding transaction.

Key Dates

Recommendation

Keywords

ReNew Energy Global, CPPIB, Masdar, Platinum Hawk, Sumant Sinha, Consortium Bid, Acquisition Offer, Takeover Bid, Renewable Energy, India, Schedule 13D, Offer Price, Due Diligence, Consortium Bid Conduct Agreement, Shareholder Premium