# Acquisition Proposal — Solarcraft GmbH

**Project codename:** Project Helix
**From:** Tomás Berger (CEO) and Marc Lefèvre (Company Secretary)
**To:** Board of Directors, Helios Renewables AG
**Date:** 12 March 2026
**Classification:** Strictly board-confidential — material non-public information
**Related resolution:** R-2026-Q1-03 (see `08-resolution-pack.md`)

## 1. Recommendation

Authorise management to execute an all-cash acquisition of 100 % of Solarcraft GmbH (Munich, Germany) at an enterprise value within the band **€175–195 m**, with closing subject to BKartA clearance.

## 2. Target overview

| Field | Value |
|---|---|
| Legal name | Solarcraft GmbH |
| Headquarters | Munich, Bavaria, Germany |
| Founded | 2011 |
| FTE | 168 (140 engineers, 18 commercial, 10 G&A) |
| Sole shareholder | Walbruck Capital Partners II (a private-equity buyout fund) |
| LTM revenue (Jan 2025 — Dec 2025) | €128.4 m |
| LTM adj. EBITDA | €19.7 m (margin 15.3 %) |
| EBITDA YoY growth (last 3 years) | +18 % / +22 % / +17 % |
| Net debt at signing (target) | < €5 m |
| FY 2026 forecast (management plan) | €148 m revenue, €23.5 m EBITDA |

Solarcraft is a pure-play EPC (engineering, procurement, construction) house for grid-scale renewable projects, with a current order book weighted ~70 % to battery storage and ~30 % to solar farms.

## 3. Strategic rationale

Three reasons for the deal:

1. **Permit portfolio.** Solarcraft holds eleven live grid-connection permits in Germany (5), Austria (3), and Italy (3). Each permit represents 6–12 months of regulatory work and is not easily replicated. Cumulatively these unlock approximately €450 m of executable project pipeline through 2028.
2. **Customer relationships.** Solarcraft has existing supplier-of-record status with E.ON (frame agreement to 2028) and Iberdrola (preferred-vendor list). Both customers also buy storage hardware from Helios. The combined entity converts two adjacent supplier relationships into one consolidated partner relationship.
3. **Engineering depth.** 140 engineers including 22 chartered electrical engineers and a Bratislava-based simulation team. This is the missing capability between our hardware and our customers; building it organically would take 24+ months at unfavourable retention odds.

## 4. Price-build and walk-away

| Metric | Multiple applied | Implied EV |
|---|---|---|
| LTM revenue | 1.4× | €179.8 m |
| LTM EBITDA | 9.4× | €185.2 m |
| 2026E EBITDA | 7.9× | €185.7 m |
| DCF (8.5 % WACC, terminal 2.5 %) | n/a | €188–202 m |

We see fair-value range **€175–195 m**. Walk-away EV: **€218 m**. Above that the year-1 EPS accretion turns neutral on a pre-synergy basis (CFO paper §6, `03-cfo-q1-financials.md`).

Walbruck has indicated a soft floor of €170 m and a willingness to share the price-tail via a 20 % earn-out tied to 2027 EBITDA hitting €27 m (deal-team view: 65 % probability earn-out triggers in full; modelled at 80 % probability for downside cases).

## 5. Due diligence summary

Six work-streams ran from 6 January to 28 February 2026 with PWC (financial), Linklaters (legal), Bain (commercial), Marsh (insurance), and internal teams for technical and HR. Material findings:

| Stream | Finding | Severity | Mitigation |
|---|---|---|---|
| Financial | Two customer disputes (total €4.1 m) under negotiation. PWC quality-of-earnings confirmed adj. EBITDA within ±2 %. | Low | Specific indemnity capped at €5 m; price not adjusted. |
| Legal | One Italian permit (San Marco, 36 MW) has a third-party challenge pending in the regional administrative court. Lawyer view: 70 % win probability. | Medium | €8 m purchase-price escrow released on permit-finalisation; otherwise forfeited. |
| Commercial | Customer-concentration risk: E.ON and Iberdrola together 51 % of LTM revenue. | Medium | Acceptable given strategic intent (these are also our customers). |
| Technical | No material findings. Pipeline conversion realistic. | Low | None required. |
| Insurance | Two pending claims (vandalism, force-majeure) covered by existing policies. | Low | None. |
| HR / culture | Voluntary attrition 9 % (industry average 12 %). Two senior engineers identified as key-person risk. | Medium | Pre-closing retention packages negotiated for 8 named individuals. |

No major red flags. Zero environmental liabilities (clean Phase-I, Phase-II not required by counsel). Zero pending tax assessments (PWC confirmed via BFH search).

## 6. Integration plan and cost

Estimated integration cost: **€18 m over two years**, of which €11 m is one-time and €7 m is operating drag through 2027. Synergy run-rate target: **€14 m per annum from year 3**, of which 60 % is procurement / cell-sourcing consolidation and 40 % is back-office (finance, HR, IT). Synergy capture programme led internally; no third-party integration consultant engaged.

Headcount: no involuntary reductions in year 1. The Munich office is retained as the Helios storage-project HQ.

## 7. Approval framework requested

The board is asked to approve a **mandate** rather than a specific deal, so that management can finalise commercial terms in the price band without re-convening. Specifically:

- EV authorisation: €175–195 m. Above €195 m requires a new board approval.
- Funding: per CFO recommendation (€130 m senior unsecured notes + €55 m RCF drawdown). Refinancing within 12 months of closing pre-authorised.
- Conditions precedent: BKartA clearance, no material adverse change, 8 key-person retention packages signed.
- Signing target: 5 May 2026. Closing target: 30 June 2026 (subject to merger clearance).

## 8. Conflict of interest disclosures

Director K. Almeida has previously held an advisory role with a Walbruck portfolio company (a different one, Walbruck Fund III, not the seller). Conflict-of-interest memo on file with the company secretary; Director Almeida will recuse from the vote on Resolution R-2026-Q1-03. No other director has a declared conflict.