Edisun Power Announces Deal to Acquire SMARTENERGY Operations for Nearly CHF 440 Million

Edisun Power Europe AG has agreed to acquire the business operations of privately held SMARTENERGY Group AG for just under CHF 440 million, setting up a major expansion of the Swiss-listed solar producer into renewable-energy development, engineering and energy infrastructure. The binding purchase agreement was signed on Aug. 23 and announced Monday, after Edisun shareholders approved the capital increase and governance changes needed for the acquisition at the company’s annual meeting in May.

The purchase price is being financed through a vendor loan from SMARTENERGY Group rather than a large cash payment at closing. SMARTENERGY has committed to subscribe for 2,016,943 new Edisun registered shares at an issue price of CHF 218.05 each, and Edisun plans to offset the vendor-loan claim against the amount due to pay up those shares. That structure would make the seller a controlling shareholder of the enlarged listed company once the capital increase is completed.

In its Aug. 24 ad hoc announcement, Edisun said the capital increase is expected to take place in the coming days. SIX Swiss Exchange has allowed the listing of the new shares to be deferred for as long as six months, although Edisun currently expects them to begin trading in the fourth quarter. The company also plans to change its name to SMARTENERGY AG and move its registered office from Zurich to Wollerau in the canton of Schwyz by the end of 2026.

Share issuance would reshape Edisun’s ownership

Issuing 2,016,943 new shares would be a major change to Edisun’s capital structure. A May decision by the Swiss Takeover Board said the company had 1,146,931 registered shares outstanding before the proposed increase. The enlarged share count would therefore reach 3,163,874, with the newly issued stock representing about 63.7% of the total.

Monday’s all-share subscription structure matches the no-external-investor option Edisun described to the Takeover Board earlier this year. Under that approach, all 2,016,943 new shares would be issued to SMARTENERGY Group, giving it a 63.7% stake after the increase. The regulator’s May 18 decision also noted that Smartenergy Invest AG already owned 300,000 Edisun shares at the time and held a call option to acquire another 43,000 shares by Sept. 30. The Aug. 24 announcement did not say whether that option has been exercised, so the seller group’s final combined voting position cannot yet be stated from the latest release alone.

The companies were already closely connected before the purchase agreement. According to the Takeover Board, Edisun Chairman Horst H. Mahmoudi is also chairman and chief executive of SMARTENERGY Group. Smartenergy Invest, which is fully controlled by Mahmoudi, owned 26.16% of Edisun during the regulator’s review and 83.33% of SMARTENERGY Group. Edisun has also said that it has conducted much of its business activity through SMARTENERGY for years.

Control was a central issue in the approvals secured before Monday’s agreement. Edisun shareholders voted on May 29 to add an opting-out clause to the articles of association, a change that removes the usual obligation for a shareholder crossing the one-third voting threshold to make a public offer for all listed shares. The Swiss Takeover Board had previously found the clause valid for takeover-law purposes provided Edisun met its transparency commitments and obtained the required shareholder support. Edisun later reported that 91.3% of the minority votes cast supported the opting-out provision, while the ordinary capital increase was approved with 93.92% of votes represented.

Vendor loan ties the purchase price directly to new equity

Edisun’s financing plan links the acquisition price to the equity issue. SMARTENERGY Group has granted Edisun a vendor loan equal to the agreed purchase price, described by the company as just under CHF 440 million. Edisun then plans to set off that loan against the subscription amount owed by SMARTENERGY for the new shares. In practical terms, the seller is exchanging the acquired business operations for a large equity position in the listed buyer rather than receiving the full price in cash.

Against Edisun’s 2025 balance sheet, the amount is large. At the end of last year, the group reported total assets of CHF 346.9 million, total equity of CHF 98.1 million and net debt of CHF 235.8 million. Revenue was CHF 14.1 million, EBITDA was CHF 8.5 million and Edisun recorded a net loss of CHF 7.1 million after weaker solar production, no renewable-project sales and higher financing costs.

That comparison shows the scale of the change without establishing what the combined company will earn. The agreed purchase price exceeds Edisun’s reported total assets at the end of 2025, while the new share count would be far larger than the existing one. Monday’s announcement did not include pro forma revenue, earnings, debt or cash-flow figures for the enlarged group, so the financial effect cannot be assessed from the purchase price alone.

SMARTENERGY broadens the business beyond operating solar plants

Before the acquisition, Edisun described itself as a listed European solar power producer that finances and operates photovoltaic plants in six countries. It owned 32 solar plants at the end of 2025 with 104.7 megawatts of installed capacity and had 963 megawatts of projects in development. The company has also been pushing a “Renewables to AI” strategy centered on supplying renewable power and infrastructure for data centers.

SMARTENERGY brings a wider development and services platform. Its own website describes the group as a Swiss-headquartered private investment firm focused on renewable energy and related ventures, including solar and wind development, data-center infrastructure, Power-to-X and synthetic sustainable aviation fuels. In filings reviewed by the Swiss Takeover Board, SMARTENERGY was described as having more than 200 employees, mainly in Switzerland, Spain, Portugal and the United Arab Emirates.

Documents submitted to the regulator in May outlined the intended scope of the combined operations in greater detail. They described business divisions, project companies, the SMARTENERGY brand and intellectual property moving under the listed group. The planned operating areas included renewable power for data centers, photovoltaic and energy-storage development, Power-to-X projects including eSAF, and engineering, procurement, construction, operations and maintenance services through the Prodiel business. Monday’s announcement similarly said Edisun intends to focus on renewable energy for data centers, synthetic aviation fuels and other Power-to-X applications, and photovoltaic and wind projects paired with storage.

For Edisun, the deal therefore changes more than ownership. It would move the listed company from a relatively narrow base of operating solar assets and project development into a broader group spanning project origination, construction, infrastructure and low-carbon fuels. Management has not provided segment-level forecasts for those activities, and the final economic effect will depend on the assets and liabilities transferred under the purchase agreement as well as the performance of the larger project pipeline.

Several milestones are already on the calendar. Edisun expects the capital increase in the coming days, the new shares to be listed on SIX in the fourth quarter and the SMARTENERGY name change and Wollerau relocation to be completed by year-end. Its investor calendar also lists the 2026 semiannual report for Aug. 28, before the stock market opens, giving shareholders another near-term update on Edisun’s financial position as the ownership change moves forward.