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Ellomay Capital to Sell its Indirect Holdings in Dorad Energy Ltd. based on a Dorad Valuation of NIS 4.4 Billion

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Ellomay (NYSE American: ELLO) agreed to sell its indirect holding in Dorad via Ellomay Luzon Energy after a March 27, 2026 separation process. The Luzon Group committed to buy the stake based on a Dorad valuation of NIS 4.4 billion, implying consideration of approximately NIS 560 million to Ellomay.

The SPA was signed March 27, 2026, includes NIS 72 million escrow deposits from each party, requires regulatory and lender approvals, and sets a seven-and-a-half-month deadline for closing with customary closing conditions.

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Positive

  • Dorad valuation set at NIS 4.4 billion
  • Consideration to Ellomay approximately NIS 560 million
  • Mutual escrow deposits of NIS 72 million
  • SPA signed on March 27, 2026 with clear closing timeline

Negative

  • Transaction conditional on regulatory approvals and lenders
  • Breach remedy reduces valuation to NIS 3.5 billion
  • Closing subject to a seven-and-a-half-month deadline, creating execution risk

News Market Reaction – ELLO

-2.80%
-2.80% Session close to close

In the Mar 30 session, ELLO declined 2.80%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a structured exit from Ellomay’s indirect Dorad holding at a NIS 4.4 billi...
Analysis

This announcement details a structured exit from Ellomay’s indirect Dorad holding at a NIS 4.4 billion valuation, with escrow of NIS 72 million per side and detailed breach remedies. The deal’s completion depends on multiple regulatory and lender approvals within seven and a half months. In context of earlier Dorad expansion and portfolio growth announcements, investors may watch closing progress, any alternative transaction paths under the SPA, and how eventual proceeds are deployed.

Key Figures

Dorad valuation: NIS 4.4 billion Escrow guarantee: NIS 72 million Alternative Dorad valuation: NIS 3.5 billion +5 more
8 metrics
Dorad valuation NIS 4.4 billion Valuation used for Luzon Group purchase of Ellomay Luzon Energy stake
Escrow guarantee NIS 72 million Bank guarantee or cash deposited in escrow by each party
Alternative Dorad valuation NIS 3.5 billion Valuation applied if a breaching party’s shares are purchased as per SPA
Dorad holding 33.75% Ellomay Luzon Energy’s stake in Dorad Energy Ltd.
Ownership split 50%-50% Current equal holdings of Ellomay Luzon Energy by Ellomay and the Luzon Group
Closing deadline Seven and a half months Deadline from SPA signing to fulfill conditions to closing
Closing timing Two business days Time after conditions are met to consummate the sale
Cure period 14 days Period to repair a material breach before liquidated damages apply

Historical Context

5 past events · Latest: Mar 04 (Neutral)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Mar 04 Governance change Neutral +7.5% Change in principal shareholders and board composition, including new independent directors.
Dec 30 Quarterly results Positive -7.3% Reported asset growth, higher revenues and EBITDA, and improved profitability versus prior year.
Dec 16 Control stake sale Neutral -4.7% Shareholders agreed to sell 45.9% stake to Nofar Energy at NIS 1b valuation.
Dec 12 Project award Positive -1.1% Italian 20 MW solar project won FER X NZIA tender with 20‑year CfD support.
Dec 08 Permit approval Positive -0.8% Dorad received approval to build ~650 MW expansion, supporting future capacity growth.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Operational and project wins, including Italian solar awards and Dorad expansion, previously coincided with negative price reactions, while ownership and governance changes saw more mixed to positive moves.

Recent Company History

Over the last few months, Ellomay reported several strategic milestones. On Dec 8, 2025 it secured approval for the Dorad 2 expansion, and on Dec 12, 2025 it won Italy’s FER X NZIA tender for a 20 MW solar project. Late December earnings showed higher assets and profitability. A control‑stake sale to Nofar Energy was announced on Dec 16, 2025, followed by completion of that ownership change and board reshaping on Mar 4, 2026. Today’s Dorad-related sale fits this portfolio and ownership reshaping trend.

Key Terms

share purchase agreement, bank guaranty, escrow, liquidated damages
4 terms
share purchase agreement financial
"Ellomay Clean Energy LP ... and the Luzon Group entered into a share purchase agreement"
A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.
bank guaranty financial
"each party deposited a bank guaranty or cash in the amount of NIS 72 million in escrow"
A bank guaranty is a promise from a bank to pay a debt or meet a contractual obligation if the original borrower or counterparty fails to do so. For investors, it lowers the risk that a loan, bond payment or contract will go unpaid by adding a financially stronger party behind the obligation—like having a trusted co-signer or backup payer—so it can affect credit assessments, pricing and perceived safety of an investment.
escrow financial
"each party deposited a bank guaranty or cash in the amount of NIS 72 million in escrow"
A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.
liquidated damages financial
"the other party will receive the amount deposited in escrow as liquidated damages"
A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Tel-Aviv, Israel, March 30, 2026 (GLOBE NEWSWIRE) -- Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today announced the results of the separation process with respect to Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”), currently held in equal parts (50%-50%) by the Company (indirectly) and Amos Luzon Development and Energy Group Ltd. (the “Luzon Group”). Ellomay Luzon Energy’s main asset is its holding of 33.75% of Dorad Energy Ltd. (“Dorad”).

The separation process was conducted on March 27, 2026, following the Israeli court’s ruling and the appointment of Judge (ret.) Hila Gerstel to act as the ruler regarding the separation process. The separation process resulted in the Luzon Group committing to acquire the Ellomay Luzon Energy shares indirectly held by the Company at a Dorad valuation of NIS 4.4 billion. As of the date hereof, based on the Company’s indirect holdings in Dorad (through Ellomay Luzon Energy) and the current value of 50% of the other assets and liabilities of Ellomay Luzon Energy, the consideration is approximately NIS 560 million.

Ellomay Clean Energy LP (through which the Company indirectly holds Ellomay Luzon Energy’s shares) and the Luzon Group entered into a share purchase agreement (the “SPA”) on March 27, 2026. The consummation of the sale is subject to customary closing conditions, including the approvals of the Israeli Electricity Authority, the Israeli Competition Authority and Ellomay Luzon Energy’s lenders, all to the extent required.

The SPA provides that the sale will be consummated within two business days of fulfillment of the conditions to closing, and that the deadline for fulfillment of the conditions to closing is seven and a half months from signing of the SPA. In connection with the separation process, each party deposited a bank guaranty or cash in the amount of NIS 72 million in escrow. The SPA provides that in the event a party materially breaches its undertakings or prevents the fulfillment of a condition to closing, and the breach is not repaired within a 14 day period, the other party will receive the amount deposited in escrow as liquidated damages and will also be entitled to purchase the Ellomay Luzon Energy shares held by the breaching party based on a Dorad valuation of NIS 3.5 billion. In the event the transaction is not consummated within seven and a half months other than due to a breach by any party, Ellomay Clean Energy LP may acquire the Luzon Group’s holdings in Ellomay Luzon Energy based on a Dorad valuation of NIS 4.4 billion.

Ran Fridrich, CEO and Board member of Ellomay commented: “We are very pleased to have executed this agreement, which reflects the significant value created in this asset over time. The transaction is expected to deliver a substantial profit to the Company and underscores our disciplined approach to portfolio management. We remain committed to identifying and executing opportunities that unlock value, strengthen our financial position, and support our long-term growth strategy.”

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay focuses its business in the renewable energy and power sectors in Europe, USA and Israel.
To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:

  • Approximately 335.9 MW of operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and 51% of approximately 38 MW of operating solar power plants in Italy;
  • 16.875% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850 MW; 
  • Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;
  • 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;
  • 51% of solar projects in Italy with an aggregate capacity of 160 MW that are under construction;
  • Solar projects in Italy with an aggregate capacity of 210 MW that have reached “ready to build” status; and
  • Solar projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of approximately 38 MW that are connected to the grid, 11 MW that are currently in the test run phase prior to commercial operation and 14 MW that are under construction.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including non-fulfillment of the conditions to closing for the sale of Ellomay Luzon Energy’s shares, the value of assets and liabilities of Ellomay Luzon Energy, disputes between the parties to the SPA, changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact of the war and hostilities in Israel and Gaza and between Israel and Iran, the outcome of legal proceedings in connection with Dorad Energy Ltd., technical and other disruptions in the operations or construction of the power plants owned by the Company, inability to obtain the financing required for the development and construction of projects, inability to advance the expansion of Dorad, increases in interest rates and inflation, changes in exchange rates, delays in development, construction, or commencement of operation of the projects under development, failure to obtain permits - whether within the set time frame or at all, climate change, the impact of the continued military conflict between Russia and Ukraine, and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com


FAQ

What did Ellomay (ELLO) agree to sell on March 27, 2026?

Ellomay agreed to sell its indirect stake in Dorad via Ellomay Luzon Energy. According to the company, the Luzon Group committed to acquire Ellomay's indirect shares based on a Dorad valuation of NIS 4.4 billion, under a SPA signed March 27, 2026.

How much consideration will Ellomay (ELLO) receive from the Dorad transaction?

Ellomay expects approximately NIS 560 million in consideration for its indirect Dorad holdings. According to the company, that figure reflects Ellomay's share through Ellomay Luzon Energy and 50% of other assets and liabilities at current valuations.

What approvals are required to close Ellomay's (ELLO) sale of its Dorad stake?

The sale must obtain approvals from Israeli electricity and competition authorities and Ellomay Luzon Energy's lenders. According to the company, these are customary closing conditions and must be satisfied before the SPA can be consummated.

What escrow and breach provisions apply to the ELLO Dorad share sale?

Each party deposited NIS 72 million in escrow; breach may trigger liquidated damages. According to the company, an unremedied material breach allows the non-breaching party to claim escrow and buy the breaching party's shares at a NIS 3.5 billion Dorad valuation.

What is the timeline for completing Ellomay's (ELLO) Dorad share sale?

The SPA requires closing within two business days after conditions are met and sets a seven-and-a-half-month deadline to satisfy conditions. According to the company, if not closed within that period for non-breach reasons, specified alternative acquisition rights apply.

Could the Dorad valuation change under the SPA for Ellomay (ELLO)?

Yes. The SPA fixes a NIS 4.4 billion valuation, but a breach scenario values Dorad at NIS 3.5 billion for remedial purchase rights. According to the company, these valuation mechanisms are part of the SPA's dispute and breach remedies.