4.8 Contingent liabilities / assets and guarantees
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.
Based on the facts and circumstances known at this time, in particular the two independent valuation reports supporting the appropriateness of the compensation, Alpiq considers it unlikely that the competent court would adopt the valuation level claimed by Knight Vinke. While a different valuation remains possible, any adjustment decided by the court would remain within the expert range and be well below that claim.
Claims for damages related to ANAF Proceedings
Alpiq Energy SE is pursuing compensation claims totaling approximately CHF 12.0 million for damages incurred due to alleged unlawful precautionary measures and the costs associated with a bank guarantee. These claims follow an extended tax dispute in which ANAF’s (Agenția Națională de Administrare Fiscală) assessment was declared unlawful and ultimately rejected by the Supreme Court. In March 2024, the decision became final and Alpiq Energy SE fully prevailed. Detailed information about this matter is disclosed in the Annual Reports 2023 and 2024.
Other matters
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 2024. For additional obligations in connection with partner power plants, see note 4.3.