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PNE AG agrees to takeover by Morgan Stanley Infrastructure

* Offer of 4 euros per share

* PNE shares up 4%

* Shareholder ENKRAFT says offer too low (Adds comment from top shareholder, context)

FRANKFURT, Oct 10 (Reuters) – Germany’s PNE AG has agreed to a takeover offer from Morgan Stanley Infrastructure (MSIP) which values the wind energy project developer at 300 million euros ($330 million), it said on Thursday, drawing criticism from a top shareholder.

The fund said it intends make an offer worth 4 euros a share, a 31% premium to when their talks were announced on Aug. 26, subject to receiving over 50% acceptance.

It plans to delist the company after completion.

MSIP had said it could offer 3.50-3.80 euros per share, but increased its bid after other suitors began conducting due diligence on PNE.

PNE had caught the eye of Australia’s Macquarie, Swedish private equity firm EQT and Canadian energy group Oryx, people familiar with the matter said.

PNE shares were up 4.0% at 4.02 euros at 0920 GMT. They have risen about 65% this year.

But PNE shareholder ENKRAFT Capital, which holds a 2.7% stake, said the offer significantly undervalued PNE given its development pipeline and prospects in the global renewables market.

“PNE’s management and supervisory board seem to primarily want to help Morgan Stanley to secure an attractive transaction,” said Benedikt Kormaier, managing director of ENKRAFT.

“In particular, the threat of a delisting of the shares post the offer is an attempt by the management board to get rid of existing shareholders cheaply.”

PNE has a pipeline of onshore wind projects of nearly 5 gigawatts (GW). It trades at just 3.3 times core earnings while larger peer Encavis trades at 11.2 times.

ENKRAFT, which is being advised by Frankfurt-based 7Square, previously said it would back a special audit should the company not run a fair and transparent M&A process.

($1 = 0.9090 euros) (Reporting by Arno Schuetze and Christoph Steitz; editing by Michelle Martin and Jason Neely)

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