Elliott Statement on Proposal to Uniper
Elliott Advisors (UK) Limited (“Elliott”) has written to the Management Board of Uniper SE (the “Company” or “Uniper”), to formally request the convocation of an Extraordinary General Meeting (“EGM”) with the express purpose of instructing management to prepare a lawful domination agreement with the Company’s largest shareholder Fortum Oyj (“Fortum”).
Elliott believes the thus far ill-defined and ambiguous nature of the relationship between Uniper and Fortum has created an unsatisfactory and unsustainable dynamic, which is detrimental to Uniper. In Elliott’s view, the status quo – operational underperformance and pervasive uncertainty – if sustained, will risk further undermining the Company’s fundamental value. Elliott believes a timely shareholder vote to advance a domination agreement may resolve the prolonged uncertainty at Uniper and clarify the relationship between the Company and Fortum, such that value can be created for the Company and all stakeholders.
Elliott believes that Fortum’s ultimate goal is clear. The recent announcement of a new strategic partnership between Uniper and Fortum coincided with Fortum increasing its shareholding in Uniper to 49.99%. As stated by Fortum’s CEO at the time, “We are delighted that Uniper is now committed to a fresh start in order to establish in earnest how the companies can work together strategically and operationally. It is in the interest of everybody that we rapidly advance now to create value for the stakeholders of both companies. ”1 What remains less clear, however, is how Fortum intends to achieve this result in light of the acrimony that has long defined the relationship between Fortum and Uniper. In Elliott’s view, Uniper’s shareholders are uniquely positioned to resolve the current impasse, by voting to instruct management to prepare a domination agreement with Fortum, opening a pathway forward that ensures appropriate governance controls and the full pursuit of a value-maximising strategy for all stakeholders.
Considering the costs of calling an EGM and assuming that an ordinary general meeting will be convened in the near term, Elliott has offered to withdraw its convocation request if the Company will include the aforementioned resolution proposal on the instruction of management to prepare a lawful domination agreement in the agenda of the forthcoming ordinary general meeting.
Elliott remains committed to a constructive dialogue with Uniper and fellow shareholders in an effort to deliver a positive resolution for those with a stake in Uniper’s future. Elliott is confident that shareholders will appreciate this constructive approach and support Elliott’s proposed resolution at Uniper’s next shareholder meeting.
Elliott Management Corporation manages two multi-strategy funds which combined have approximately $34 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Management Corporation.
1 "Fortum CEO Pekka Lundmark comments fresh start with Uniper," 5 February 2019, https://www.fortum.com/media/2019/02/fortum-ceo-pekka-lundmark-comments-fresh-start-uniper
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