The signing of a binding agreement to unite their activities to the supply of electricity and gas and the production of electricity from natural gas units, the groups have announced. GEK TERNA and Motor Oil.
More specifically, Motor Oil will contribute 100% of NRG and 50% of Komotini Thermoelectric, as well as a cash of € 79 million. GEK TERNA will contribute 100% of HERON, 50% of Komotini Thermoelectric, and is expected to receive cash totaling around € 128 million (including € 79 million and additional amounts provided through a mechanism of permissible outflows). The above amounts are under Confirmation Due Diligence.
In this context, a new corporate structure (Utilityco) will be set up, in which GEK TERNA and Motor Oil will have equal participation and equal voting rights. Utilityco will be the HEROS and NRG companies, as well as the new combined gas -firing power plant (CCGT) in Komotini. In addition to the Komotini Unit, 877 MW, Utilityco will have complete control of the HERON II Unit, 441 MW and 35% participation in the Korinthos Power power plant, 437 MW. Utilityco will serve a combination of 488,000 electricity customers, representing sales of 8.3 TWH and a market share of about 17%, based on 2024 sizes. In addition, it will serve 61,000 gas customers, with 11% market market share.
The combination of the extensive customer base with the most efficient energy portfolio creates a vertically integrated structure, which will benefit from the high know -how and support of GEK TERNA and Motor Oil, two of the country’s largest groups with long and proven experience in the energy industry. With enhanced market position, the new company will be able to achieve faster growth rates and top economic performance, effectively responding to the challenges of energy transition. The unification of HERON and NRG is expected to bring about significant synergies in all critical functions, such as supplies, commercial activity and energy management, creating significant value for consumers and shareholders.
Electricity consumption in Greece is projected to increase at an average annual rate of change of 2.4% by 2030, following global greats. At the same time, the domestic commission market remains fragmented, with small scale providers controlling about 10%. As a result, there is a prospect of growth in part of the market exceeding 11 twhs in the coming years. Also, accelerating the penetration of renewable energy sources, with the addition of more than 6 GW from wind and photovoltaic projects in the period 2025–2030, is expected to significantly increase the needs for balance in the system.
The transaction is expected to be completed in the early 2026, under the completion of due diligence, as well as the receipt of the required approvals by the competent authorities and the General Meetings of shareholders of the two companies.
Mediobanca acted as the sole financial advisor and the Sioufas & Associates as a legal adviser to GEK TERNA in the context of the transaction. Ev.
Morgan Stanley acted as the sole financial adviser and the office Potamitis Vekris as a Motor Oil Legal Adviser in the context of the transaction. Deloitte was provided on tax and accounting.