Merger between Auren and AES Brasil forms the 3rd largest energy generator in the country

As announced to the market on Wednesday (14), Auren Energia acquired AES Brasil and became the third largest power generator in Brazil, behind Eletrobras and Engie. 

Before the merger, the company ranked 11th among the largest generators in the country. Auren is controlled by Votorantim and the Canadian fund CCP Investments.

The conclusion of the merger needs to be approved by the Cade (Administrative Council for Economic Defense) and the ANEEL (National Electric Energy Agency). The operation is expected to be completed in the second half of 2024.

With the acquisition, Auren will operate 39 operational and construction assets with an installed capacity of 8,8 GW, approximately 2,4 times the capacity before the negotiation.

According to the company, its EBITDA – a term used by financial analysts and referring to earnings before interest, taxes, depreciation and amortization – will be adjusted from R$1,8 billion to R$3,5 billion. Net revenue will be R$9,6 billion, an increase of 55% over the company's revenue using the 2023 database.

From the perspective of diversification of renewable sources, the company's portfolio assumes the following configuration: hydroelectric (54%), wind (36%) and solar (10%).

With the transaction, the company will become the largest energy trader in Brazil, as it will trade an average of 4,1 GW of energy, more than 5% of the country's total consumption.

In this process, Auren received financial and legal advice, the financial advisor was Lazard and the legal advisor was Stocche Forbes Advogados.

Options for completing the transaction by AES Brasil shareholders

According to the transaction agreement, the operation will be carried out through the incorporation of ARN, a company whose capital is fully held by Auren, of all the common shares issued by AES BRASIL, making AES BRASIL a wholly owned subsidiary of ARN and the issuance, by ARN, of new compulsorily redeemable common and preferred shares. 

As a subsequent act, ARN will be incorporated by Auren, so that ARN will be extinguished and Auren will become the owner of the entire share capital of AES BRASIL. 

In a statement, Auren reported that AES Brasil shareholders will have three options to complete the transaction: receive 10% in cash and 90% in shares; 50% in cash and 50% in shares or 100% in cash.

AES Corporation, the indirect controlling shareholder of AES BRASIL, informed Auren and AES BRASIL that it will opt for option 3 in the table above, where the choice is to receive 100% of its share in national currency. 

Votorantim SA, a shareholder in the controlling block of AUREN, which currently holds a 4,1% stake in the total and voting share capital of AES BRASIL, informed AUREN and AES BRASIL that, in view of its long-term investment strategy in the Brazilian energy generation and commercialization sector, it will choose option 1 and receive a stake equivalent to 90% of its investment in AES BRASIL in ON AUREN Shares and 10% in national currency. 

The agreement is available to Auren shareholders at its registered office, on the Investor Relations website, on the websites of the Securities and Exchange Commission and B3 SA – Brasil, Bolsa, Balcão.

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