Uniper Opal Pipeline Bailout Divestment Simulator

Transaction Parameters Live Modeler

Opal Pipeline Total Enterprise Value €1,250.0M

Uniper Divested Stake 20.0%

Hy24 / Ardian Offer Multiple 1.15x

Mandated EU State-Aid Repayment €250.0M

EU Regulatory Milestones

Sale & Purchase Agreement (SPA) Binding agreement executed between Uniper and Hy24 (Ardian SAS backed).

European Commission Merger & State-Aid Approval Confirmation by DG COMP that divestment cures distortion of competition.

German Federal Network Agency (BNetzA) Clearance Regulatory clearance for transmission infrastructure ownership and unbundling.

Immediate KfW / Federal State Loan Redemption Net proceeds ringfenced for direct German state credit line amortization.

EU State-Aid Compliance Assessment Fully Compliant

Calculated Stake Value

€250.0M

Base 20.0% pipeline book equity

Hy24 Transaction Price

€287.5M

Including 1.15x offer multiple

Net Retained Cash

€37.5M

After €250.0M state-aid payback

Financial Settlement Waterfall

Waterfall Line Item	Amount (€M)	% of Obligation
Opal Pipeline Enterprise Base Valuation	€1,250.0M	-
Uniper Share Portion (20.0%)	€250.0M	100.0%
Hy24 Acquisition Premium (0.15x premium)	+€37.5M	+15.0%
Total Gross Divestment Value	€287.5M	115.0%
EU State Bailout Repayment Obligation	-€250.0M	-100.0%
Net Liquidity Balance / Surplus	€37.5M	15.0%

Regulatory Background: Under the EU state-aid decision approving Germany's €34.5B recapitalization of Uniper SE following Russian gas supply disruptions, Uniper is legally obligated to divest specific infrastructure holdings (including its 20% stake in OPAL Gastransport GmbH & Co. KG) to restore market competition. Hy24, a joint clean hydrogen and gas investment platform backed by Ardian SAS and FiveT Hydrogen, acts as the qualifying independent third-party acquirer.