Ellomay Capital Ltd. (NYSE American; TASE: ELLO) ("Ellomay" or the "Company"), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today announced the results of the separation process with respect to Ellomay Luzon Energy Infrastructures Ltd. ("Ellomay Luzon Energy"), currently held in equal parts (50%-50%) by the Company (indirectly) and Amos Luzon Development and Energy Group Ltd. (the "Luzon Group"). Ellomay Luzon Energy's main asset is its holding of 33.75% of Dorad Energy Ltd. ("Dorad").
The separation process was conducted on March 27, 2026, following the Israeli court's ruling and the appointment of Judge (ret.) Hila Gerstel to act as the ruler regarding the separation process. The separation process resulted in the Luzon Group committing to acquire the Ellomay Luzon Energy shares indirectly held by the Company at a Dorad valuation of NIS 4.4 billion. As of the date hereof, based on the Company's indirect holdings in Dorad (through Ellomay Luzon Energy) and the current value of 50% of the other assets and liabilities of Ellomay Luzon Energy, the consideration is approximately NIS 560 million.
Ellomay Clean Energy LP (through which the Company indirectly holds Ellomay Luzon Energy's shares) and the Luzon Group entered into a share purchase agreement (the "SPA") on March 27, 2026. The consummation of the sale is subject to customary closing conditions, including the approvals of the Israeli Electricity Authority, the Israeli Competition Authority and Ellomay Luzon Energy's lenders, all to the extent required.
The SPA provides that the sale will be consummated within two business days of fulfillment of the conditions to closing, and that the deadline for fulfillment of the conditions to closing is seven and a half months from signing of the SPA. In connection with the separation process, each party deposited a bank guaranty or cash in the amount of NIS 72 million in escrow. The SPA provides that in the event a party materially breaches its undertakings or prevents the fulfillment of a condition to closing, and the breach is not repaired within a 14 day period, the other party will receive the amount deposited in escrow as liquidated damages and will also be entitled to purchase the Ellomay Luzon Energy shares held by the breaching party based on a Dorad valuation of NIS 3.5 billion. In the event the transaction is not consummated within seven and a half months other than due to a breach by any party, Ellomay Clean Energy LP may acquire the Luzon Group's holdings in Ellomay Luzon Energy based on a Dorad valuation of NIS 4.4 billion.