4.8 Contingent liabilities / assets and guarantees

ANAF’s tax audit at Alpiq Energy SE

Following a tax audit for the period from 2010 to 2014, the Romanian tax authority ANAF (Agenția Națională de Administrare Fiscală) had requested from Alpiq Energy SE contested VAT, corporate income tax, interest and penalties amounting to RON 589.0 million (approximately CHF 111.0 million). On 19 October 2021, the competent Romanian administrative court of first instance followed the arguments of Alpiq Energy SE and revoked ANAF’s decision as unlawful. ANAF subsequently appealed this decision to Romania’s Supreme Court. On 27 March 2024, the Supreme Court confirmed the decision of the first instance. The decision is final and Alpiq Energy SE fully prevailed in this case. Detailed information about this legal case is disclosed in the Annual Report 2023.

In the context of ANAF’s tax claim, Alpiq Energy SE filed a claim against ANAF seeking compensation for damages incurred due to alleged unlawful precautionary measures and the costs associated with a bank guarantee. On 12 December, 2022, the first-instance court ruled in favour of Alpiq Energy SE, awarding damages of approximately RON 10.5 million (approximately CHF 2.0 million). ANAF’s appeal was subsequently dismissed by the appellate court, although ANAF retains the right to pursue a higher appeal against this decision. Additionally, in October 2024, Alpiq Energy SE filed an additional administrative damage claim against ANAF for an amount of RON 55.0 million (approximately CHF 10.0 million).

Compensation review proceedings against Alpiq Holding Ltd.

In 2020, appraisal claims were filed against Alpiq Holding Ltd. by two investors Knight Vinke (KVIP International V L.P.) and Merion Capital (Merion Capital LP, Merion Capital ERISA LP and Merion Capital II LP) pursuant to Sec. 105 of the Swiss Merger Act (FusG). The claims seek a review of the compensation of CHF 70.00 per share approved by the Annual General Meetings of Alpha 2020 AG (current Alpiq Holding Ltd.) and former Alpiq Holding AG (“Former Alpiq”) and paid to minority shareholders thereof in the squeeze-out merger in 2020.

In February 2023, Alpiq Holding Ltd. and Merion Capital reached an out-of-court settlement and Merion Capital withdrew its appraisal claim in the proceedings started at the Chambre patrimoniale cantonale of canton Vaud, Switzerland, and waived any right to claim any additional payment from Alpiq in relation to Merion’s shares acquired as part of the squeeze-out merger.

The proceedings initiated by Knight Vinke are still ongoing, whereby Knight Vinke is seeking a compensation based on a value per share amounting to at least CHF 140.0. Such an amount would correspond to an additional aggregate liability of about CHF 73.0 million to be paid by Alpiq Holding Ltd. to all relevant minority shareholders (excluding Merion Capital). The proceedings are currently pending in the competent court of canton Vaud.

In the context of the voluntary public purchase offer by SKBAG, PricewaterhouseCoopers (PwC) was engaged as an independent expert to prepare and submit a fairness opinion on the appropriateness of the offer price from a financial perspective. At the time, PwC concluded that the offer price was fair and appropriate from a financial perspective. In connection with the squeeze-out merger, Alantra Ltd. was engaged to compile an independent valuation report for the Board of Directors of Alpiq Holding Ltd. (Former Alpiq) and Alpha 2020 Ltd. (current Alpiq Holding Ltd.). Alantra’s valuation report determined a value range of CHF 63.30 to CHF 72.50 per share in Former Alpiq and therefore confirmed that the agreed compensation of CHF 70.00 per share was appropriate.

Other matters

In the previous year, Alpiq had been in negotiations with a contracting party on the termination of a long-term energy sales contract, as Alpiq considered it to be null and void in view of the market conditions. In 2024, a settlement agreement was reached that resulted in the payment of CHF 50.0 million from Alpiq to the contracting party.

There were no significant contingent liabilities from pledges, guarantees and other commitments to third parties in favour of third parties at the reporting date, as was also the case at 31 December 2023. For additional obligations in connection with partner power plants, see note 4.3.