Ellomay Capital Announces Execution of an Agreement to Sell the Control Stake in the Company to O.Y. Nofar Energy Ltd.

Rhea-AI Summary

Ellomay Capital (NYSE: ELLO) announced that shareholders holding approximately 45.9% of outstanding shares agreed to sell their holdings to O.Y. Nofar Energy Ltd (TASE: NOFR).

The transaction is based on a company valuation of NIS 1 billion (≈ $310.4 million), subject to customary adjustments, and is conditional on regulatory approvals (including the Israeli Electricity Authority and Competition Commissioner) within 90 days plus possible two 45-day extensions. The deal allows Nofar to appoint up to four directors, and CEO Ran Fridrich is expected to continue in his role. Closing timing and certainty are not assured.

Positive

• Control stake sale covers approximately 45.9% of shares
• Implied company valuation of NIS 1 billion (≈ $310.4 million)
• CEO Ran Fridrich expected to remain after closing
• Nofar may appoint up to 4 directors to the board
• Nofar gains exposure to the Dorad power plant (conventional energy)

Negative

• Consummation conditional on regulatory approvals within 90 days (delay/termination risk)
• Nofar may terminate if Ellomay signs a material pre-close transaction
• Reported valuation may not reflect

Key Figures

Stake sold approximately 45.9% of outstanding share capital Holdings of the Sellers to be sold to Nofar

Company valuation NIS 1 billion Valuation basis for sale per Nofar’s report

Company valuation (USD) approximately $310.4 million USD equivalent of NIS 1 billion valuation

Approval deadline 90 days Time limit to receive regulatory approvals from signing

Extension periods up to 45 days each (two stages) Possible extensions to the regulatory approval deadline

New directors up to four directors Number of Nofar-appointed directors upon consummation

Market Reality Check

$28.40 Last Close

Volume Volume 6,232 is above the 20-day average of 3,705, indicating elevated pre-news activity. high

Technical Shares at $23.87 are trading above the 200-day MA of $17.11 and near the 52-week high of $23.95.

Peers on Argus 1 Up 1 Down

ELLO was down 0.69% pre-news while close peers showed mixed moves: NXXT -8.28%, SUUN -7.69%, VGAS +3.7%, NRGV +3.09%, WAVE +3.17%. Momentum scanner flags VGAS down 6.43% and SUUN up 4.17% without news, supporting a stock-specific read for ELLO.

Common Catalyst Several renewable peers had general business news, but no shared M&A or control-change theme tied to this announcement.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 12	Italian solar award	Positive	-1.1%	Won FER X tender support for 20 MWp Ellomay 14 project in Italy.
Dec 08	Dorad expansion permit	Positive	-0.8%	Received building permit for Dorad 2 power plant expansion of ~650 MW.
Dec 03	Italian solar update	Positive	+4.1%	Secured FER X tariff for Ellomay 11 and advanced 198 MW Italian portfolio.
Oct 23	AGM results	Neutral	+0.0%	Shareholders approved director reelections and increased authorized share capital.
Sep 30	Earnings update	Positive	+6.0%	H1 2025 revenues grew and net loss narrowed with new investments completed.

Pattern Detected

Recent Ellomay news often appears positive, yet two infrastructure wins in December saw mild negative next-day reactions, while earnings and earlier Italian solar updates aligned with positive price moves.

Recent Company History

Over the last few months, Ellomay reported multiple growth-focused updates. Italian solar projects Ellomay 11 and Ellomay 14 secured 20-year CfD support with expected multi‑year revenues, and the company advanced the Dorad 2 expansion with a new 650 MW unit approval. The October 23, 2025 AGM increased authorized share capital and reaffirmed board members. H1 2025 results showed revenue of €20.1M and a narrower net loss, alongside a NIS 50M private placement and new projects. Today’s control-sale agreement fits into this trajectory of strategic portfolio and capital structure evolution.

Market Pulse Summary

This announcement outlines a change-of-control transaction, with Sellers agreeing to sell approximately 45.9% of Ellomay at a valuation of NIS 1 billion (about $310.4 million). Closing depends on regulatory approvals within 90 days, plus possible 45-day extensions, and includes detailed termination rights for Nofar. Management continuity is signaled as the CEO remains in place, while board composition could shift by up to four Nofar-appointed directors. Investors may track approval timelines and any interim corporate actions specified in the agreement.

Key Terms

regulatory approvals regulatory

"the closing of the sale is subject to the receipt of certain regulatory approvals"

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

Israeli Electricity Authority regulatory

"including from the Israeli Electricity Authority and the Israeli Competition Commissioner"

A national regulator that oversees electricity generation, transmission, distribution and pricing in Israel, similar to a referee who sets rules, approves rates and enforces safety and reliability standards. Investors care because its decisions influence utility profits, project approvals, tariffs and grid access—factors that affect revenue, costs and the likelihood of returns on energy and infrastructure investments.

Israeli Competition Commissioner regulatory

"including from the Israeli Electricity Authority and the Israeli Competition Commissioner"

The Israeli Competition Commissioner is the senior official who enforces antitrust and fair-competition laws in Israel, overseeing merger reviews, investigations of cartels or abuse of market power, and enforcement actions against unfair business practices. For investors, the commissioner's decisions can block or reshape deals, impose fines, or change how an industry works — like a referee whose calls alter which strategies teams can use — and therefore can materially affect company value and transaction outcomes.

Tel Aviv Stock Exchange regulatory

"a public company listed on the Tel Aviv Stock Exchange Ltd. (TASE: NOFR)"

The Tel Aviv Stock Exchange is Israel’s main marketplace where stocks, bonds and exchange-traded funds are bought and sold, providing a centralized place for investors to trade ownership in companies and government debt. It matters because it sets real-time prices and liquidity for Israeli securities, offering a barometer of the country’s corporate health and giving investors a way to enter or exit positions much like an auction house or farmers’ market sets the price for goods.

ordinary course of business financial

"a new material transaction that is not in the ordinary course of business"

The ordinary course of business means the regular, routine activities a company carries out to operate day-to-day — sales, payroll, supplier orders, customer service and similar predictable tasks. For investors, distinguishing these normal activities from unusual transactions is important because routine actions signal steady operations and predictable cash flow, while departures from the ordinary course (like one‑off deals or emergency costs) can indicate added risk or one-time impacts to earnings, much like household chores versus a sudden home renovation.

articles of association regulatory

"if the Company’s articles of association are amended, other than a technical amendment"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

AI-generated analysis. Not financial advice.

Mr. Ran Fridrich will continue as Chief Executive Officer of the Company

Tel-Aviv, Israel, Dec. 16, 2025 (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, Israel and USA, today announced that S. Nechama Investments (2008) Ltd., Kanir Joint Investments (2005) LP and Anat Raphael, who together currently hold approximately 45.9% of the Company’s outstanding share capital (together, the “Sellers”), agreed to sell their holdings in the Company to O.Y. Nofar Energy Ltd. (“Nofar”), a public company listed on the Tel Aviv Stock Exchange Ltd. (TASE: NOFR). As described below, the closing of the sale is subject to the receipt of certain regulatory approvals.

Ran Fridrich, CEO and Board Member of Ellomay, said: “The transfer of control from the current controlling shareholders to Nofar is intended to ensure an orderly transition of ownership that will secure Ellomay’s future and continued growth. Ellomay will continue to operate in the ordinary course of business, while retaining its dedicated employees and management backbone, and will work to expand its activities in the future.”

Ofer Yannay, CEO and Board Member of Nofar, said: “The acquisition of the controlling stake in Ellomay constitutes a significant strategic milestone in the implementation of our growth strategy. This transaction represents not only an expansion of Nofar’s portfolio, but also the leveraging of three core principles: first, full strategic alignment with target markets in which we seek to deepen our activity; second, entry into the conventional energy sector through Ellomay’s holding in the Dorad power plant, which strengthens Nofar’s position by broadening its production mix; and third, the creation of operational synergies and asset-enhancement potential through the integration of the experience and expertise of Nofar and Ellomay. In particular, I would like to note my deep appreciation for Ellomay’s team, and especially for Rani Fridrich, who is expected to continue in his role as CEO of Ellomay.”

As noted in a report submitted to the Israel Securities Authority by Nofar (“Nofar’s Report”), the Sellers will be selling their shares based on a Company valuation of NIS 1 billion (approximately $310.4 million), subject to customary adjustments. Nofar further reports that the consummation of the sale is subject, inter alia, to receipt of regulatory approvals (including from the Israeli Electricity Authority and the Israeli Competition Commissioner) by no later than 90 days from the date of execution of the sale agreement, however, if Nofar acts in good faith to obtain the required approvals and such approvals are not received by the applicable deadline, and the Sellers receives written notice thereof, the final deadline may be extended in two stages of up to 45 days each. In addition, Nofar’s Report notes that Nofar has the right to terminate the sale agreement in the event that during the interim period until the consummation of the transaction: (i) the Company enters into a new material transaction that is not in the ordinary course of business with the Sellers or any of their related parties or any of the Company’s controlling shareholders or office holders, (ii) if the Company enters into a material new field of operations not included in the Company’s strategic plan and requires substantial investments, (iii) if the Company sells (or leases) a significant part of the Company’s real estate (owned or leased by the Company), or (iv) if the Company’s articles of association are amended, other than a technical amendment.

Based on Nofar’s Report, the sale agreement further provides that upon consummation of the transaction, and at Nofar’s discretion, up to four directors on behalf of Nofar may be appointed to the Company’s Board of Directors, and an equivalent number of directors (other than the Company’s external directors) will be replaced. Nofar’s Report notes that Mr. Ran Fridrich will continue to act as Chief Executive Officer of the Company.

As noted above, the consummation of the sale transaction is subject to conditions to closing, that are not within the control of the Company. Therefore, the Company cannot estimate, and there is currently no assurance as to, whether and when the transaction will be consummated. In addition, the value of the Company’s shares set forth in the Nofar Report may not be reflective of the market price of the Company’s ordinary shares on the NYSE American or the TASE.   

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, the 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 209 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 and additional 11 MW that are awaiting connection to the grid.
  
  

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

About O.Y. Nofar Energy Ltd.

Nofar Energy (TASE: NOFR) is a global renewable energy leader specializing in the full lifecycle of clean energy projects – from initiation, development, and financing to construction, long-term ownership, and operation. With a presence in Israel, Europe, and the USA, Nofar’s diverse portfolio includes solar (PV) and advanced battery energy storage systems (BESS). Nofar operates across the energy spectrum, managing both small-scale distributed systems and large-scale facilities connected to high-voltage transmission networks. In Israel, Nofar also operates in electricity supply and electric vehicle (EV) charging solutions.

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, including statements with respect to anticipated revenues. 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 the inability by the Sellers and Nofar to obtain regulatory and other approvals required for the consummation of the sale transaction, the value of the Company’s shares set forth in the Nofar Report, other events that may cause Nofar or the Sellers to terminate the sale agreement, changes in electricity prices and demand, regulatory changes, climate change, increases in interest rates and inflation, 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, 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, inability to advance the expansion of Dorad, changes in exchange rates, 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 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 the 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) announce on December 16, 2025?

Ellomay said shareholders holding ~45.9% agreed to sell their stake to O.Y. Nofar Energy, subject to regulatory approvals and customary adjustments.

How much is Ellomay valued in the sale to Nofar (ELLO)?

The sale is based on a company valuation of NIS 1 billion (≈ $310.4 million), subject to customary adjustments.

What regulatory approvals does the ELLO–Nofar transaction require and by when?

Approvals include the Israeli Electricity Authority and Competition Commissioner, required within 90 days from the agreement, with up to two 45-day extensions.

Will Ellomay CEO Ran Fridrich remain after the Nofar acquisition of ELLO?

Yes. The announcement states Ran Fridrich is expected to continue as CEO following consummation.

How will the board of Ellomay change if the Nofar deal closes?

Upon closing, Nofar may appoint up to 4 directors, replacing an equivalent number of non-external directors.

What risks should ELLO shareholders watch before the transaction closes?

Key risks include regulatory approval timing, Nofar's termination rights pre-close, and the possibility the reported valuation differs from market price.