Masdar’s Acquisition of Terna Energy

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Executive Summary

In June 2024, Abu Dhabi’s state-backed clean energy company, Masdar, agreed to acquire Terna Energy, Greece’s largest renewable energy operator, in a deal valued at €3.2bn enterprise value. This was the largest energy transaction in the history of the Athens Stock Exchange and among the largest in the EU renewables sector.

From a legal perspective, three notable features emerge. First, it was not a straightforward takeover. It was a simultaneous acquisition and corporate restructuring, requiring coordination across Greek takeover law (Law 3461/2006), corporate transformation law (Law 4601/2019), and related-party transaction rules (Law 4548/2018). Second, the deal required a coordinated block purchase from multiple sellers who gave irrevocable undertakings, as no single shareholder held a controlling stake. Third, ancillary arrangements, such as a Non-Core Asset carve-out, put-and-call options over major renewable energy projects, and a non-compete arrangement, create a continuing commercial relationship that extends beyond a clean-break sale.

The transaction sits within a broader trend of Gulf state-backed entities investing in European renewable energy infrastructure. Masdar, jointly owned by three UAE state entities (TAQA, ADNOC, and Mubadala), is targeting 100GW of global clean energy capacity by 2030. Terna Energy, Greece’s largest renewables operator with 1,224MW of installed capacity and a growth plan targeting 6GW by the end of the decade, is intended to serve as Masdar’s flagship European platform. The deal moved quickly: from the SPA signing on 20 June 2024 to the company’s delisting from ATHEX on 2 May 2025, the entire process took approximately 10.5 months.

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Transaction Structure and Disclosure

The coordinated block purchase. GEK TERNA, Terna Energy’s parent company, held 36.59% of the company’s shares. To reach the 67% minimum required at closing, Masdar secured irrevocable undertakings from members of Terna Energy’s board and senior management, as well as other shareholders. Together with GEK TERNA, these parties controlled an aggregate 64.68%, with additional shares bought from other sellers to clear the threshold. At closing on 28 November 2024, Masdar acquired 70% through its Greek subsidiary, Masdar Hellas Single Member S.A. The GEK TERNA stake alone was valued at €880m, including permitted dividends of €0.38 per share.

The pre-closing restructuring. Masdar, however, was not acquiring the company as it stood. Terna Energy also ran construction projects, waste management operations, broadband infrastructure, and even an electronic ticket venture, none of which Masdar wanted. Before closing, all of these were carved out and sold back to GEK TERNA for €67.5m. The construction and broadband divisions were embedded within Terna Energy itself and had to be formally split off through a legal process called a demerger (under Law 4601/2019). As GEK TERNA were buying these assets of its own subsidiary, Greek law treated this as a related-party transaction. That meant an independent auditor had to value the assets, and the board had to formally approve the deal as fair to minority shareholders (under Articles 99-101 of Law 4548/2018). As a result, by the time Masdar acquired the company, it was the pure-play renewables platform they were looking for.

The mandatory offer. With 70% secured, the next phase was not a strategic move but a legal obligation. Under Greek takeover law (Law 3461/2006, which implements the EU Takeover Directive), crossing the control threshold triggers a requirement to offer the same price to every remaining shareholder. This mandatory tender offer (MTO) ran through early 2025. In it, Masdar acquired a further 28% of the company’s shares, pushing its total holding well above 90%.

Squeeze-out and delisting. Crossing the 90% mark triggered the final stage. Under Greek Law, a shareholder holding over 90% can force the remaining minority shareholders to sell at the same price; this process is called a squeeze-out. Masdar filed the request on 6 March 2025, and it was completed on 9 April 2025. Terna Energy was removed from the Athens Stock Exchange on 2 May 2025, completing its transformation from Greece’s largest listed renewables company into a fully owned private subsidiary of Masdar.

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Deal Protection, Conditions, and Interim Operations

The primary protection was structural. With shareholders controlling 64.68% of voting rights already locked in through irrevocable undertakings, any rival bidder would have struggled to assemble a competing majority. Importantly, break-up fees, common in US and UK deals, are rarely used and have not been tested in Greek courts.

The €20 share price was also protected against value loss through three adjustments. The price would be reduced if Terna paid dividends beyond the agreed €44.9m (€0.38 per share), if it reorganised its share capital, or if the Non-Core Assets were valued below €65.2m. This threshold was cleared by just €2.3m, as the final price came in at €67.5m.

GEK TERNA also agreed to a non-compete clause for three years after closing for renewables, battery storage, and pumped hydro businesses in Greece, Poland, or Bulgaria. During the five months between signing and closing, GEK TERNA was required to ensure that Terna Energy continued to operate normally and took no actions that could harm the deal.

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Regulatory Pathway

Beyond deal protection, the deal required clearance from several regulatory bodies.

The European Commission reviewed the deal under its simplified merger procedure and cleared it without conditions, finding no competition concerns. The decision is published as case M.11634. Polish foreign investment clearance was also required because of Terna Energy’s 102 MW of assets in Poland. This too was obtained before closing.

The Hellenic Capital Markets Commission (HCMC) played a central role throughout. It prompted pre-deal disclosure in March 2024, approved the mandatory tender offer, processed the squeeze-out, and authorised the delisting.

Notably, the deal’s conditions did not require Greek foreign investment clearance. Greece’s first FDI screening law (Law 5202/2025) entered into force on 26 May 2025, after the acquisition had been completed. Under this new law, acquisitions by non-EU investors of 25% or more in Greek energy companies are subject to screening. Masdar’s 100% takeover of Terna Energy would have clearly fallen within scope.

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Fiduciary Duties and Shareholder Considerations

Even if the regulatory pathway proved straightforward, the deal’s governance dimensions are more complex.

Five members of Terna Energy’s board and management sold their personal shareholdings to Masdar as a condition of the deal. While at the same time holding positions that required them to act in all shareholders’ interests. Georgios Peristeris sat in the most conflicted seat. He was simultaneously selling shares as Chairman of GEK TERNA, serving as Executive Chairman of the target, and staying on in that role after the acquisition.

Greek Law requires the target’s board to issue a formal opinion on whether the mandatory offer is fair. By the time that opinion was due, Masdar already controlled 70% of the company and, effectively, the board itself. Morgan Stanley served as Terna Energy’s independent financial advisor throughout. The Non-Core Asset sale back to GEK TERNA was also subject to specific protections: an independent valuation and board approval confirming the price was fair to minority shareholders.

Shareholders who chose not to accept the offer were ultimately forced to sell at €20 through the squeeze-out process. Under Greek law, they retain the right to challenge whether the price was fair.

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Risk Allocation

The side arrangements in this deal distributed risk in specific ways. The €67.5m carve-out removed everything unrelated to renewable energy, so Masdar acquired only the core business it wanted.

Two options keep the relationship between Masdar and GEK TERNA alive. Masdar can sell 50% of the Amfilochia pumped hydro project, a 680MW facility, one of Europe’s largest, back to GEK TERNA. On the other hand, GEK TERNA can acquire a 50% stake in specified hydroelectric, pumped storage, and offshore wind projects totalling around 3 GW. Both options become exercisable roughly nine months after closing.