RWE has reached an agreement to acquire indirect holdings in Amprion from five shareholders of M31, increasing its ownership in one of Germany's four transmission system operators to 55%. The purchase price for the combined acquisitions is €3.6 billion.
Amprion operates an extra-high-voltage grid spanning roughly 11,000 kilometers and supplies electricity to about 29 million people across Germany, from the North Sea to the Alps. RWE said Amprion will remain an independent transmission system operator after the transaction is completed.
To fund the deal, RWE intends to carry out an equity capital raise. The company's executive board, with the supervisory board's approval, has authorized the issuance of 36.1 million new bearer shares and the sale of up to 38.2 million treasury shares. Together, these moves represent as much as 10% of RWE's share capital. RWE expects the equity measures to produce approximately €4 billion in gross proceeds.
Two institutional investors have already committed to participate in the placement: Qatar Investment Authority and Norges Bank Investment Management have agreed to buy shares worth about €1 billion in total. That amount represents approximately 25% of the expected capital raise. RWE said the remaining shares are being placed with institutional investors via an accelerated bookbuilding process that has already started.
As part of its longer-term plan for Germany's electricity network, RWE will invest €6.5 billion in grid expansion through 2031. Of that total, roughly €2.5 billion was already earmarked to cover investment obligations tied to RWE and Apollo's existing share in Amprion; the company said an additional about €4 billion will be required to support the increased holding.
RWE reiterated that it will continue to pursue its €35 billion net investment program through 2031, focused on renewables, battery storage and flexible generation. The company confirmed a dividend target of €1.32 per share for fiscal 2026 and said it plans to grow the dividend by 10% annually.
RWE also raised its earnings per share target for 2031 to €4.55 from €4.40. The purchase price for the Amprion stake corresponds to a multiple of 1.07 times Amprion's regulated asset base in 2027.
The transaction is expected to close in the third quarter of 2026, subject to regulatory approvals. RWE specified that delivery of shares issued in the equity capital raise is expected on June 26, 2026.
Context and implications
The acquisition increases RWE's direct exposure to Germany's transmission infrastructure while leaving Amprion structurally independent. Financing through an equity issuance and a partial placement with major sovereign and pension-related investors forms the core of RWE's approach to funding both the purchase and the associated investment requirements for grid expansion.
Timetable
- Equity capital raise and accelerated bookbuild - already underway.
- Expected delivery of shares from the raise - June 26, 2026.
- Target closing of the transaction - third quarter of 2026, pending regulatory approvals.