ACCIONA, S.A. ( ACCIONA ) and Enel S.p.A. (Enel), through its subsidiary Enel Energy Europe S.r.L., ( EEE ), following the announcement of the unsuccessful outcome of the tender offer for shares in ENDESA, S.A. ( ENDESA ) launched by E.ON Zwölfte Verwaltungs GmbH, filed today a joint tender offer for 100% of the shares of Endesa.
The main terms for the offer are the following:
(i) that the shares of ENDESA tendered in the Offer, together with any shares of ENDESA held directly or indirectly by the Offerors, represent more than 50% of the share capital of ENDESA; and
(ii) that, before the end of the Offer acceptance period, a) Endesa's General Shareholders Meeting passes the relevant resolutions to amend the company's by-laws and, generally, remove the shareholders's voting rights limits and other restrictions related to the composition of the Board of Directors, b) such resolutions become registered with the Madrid Commercial Registry ("Registro Mercantil").
Once the Offer is authorized and announced by the CNMV,
the relevant prospectus and accompanying documentation shall be made
available to the general public as and when required by applicable
laws.
This press release contains information on Acciona, S.A. (Acciona),
Enel S.p.A. (Enel) and their affiliates in connection with a tender
offer (the "Tender
Offer") for 100% of the shares of Endesa, S.A. (Endesa).
This press release should be read together with the prospectus that,
in connection with the Tender Offer, was filed with the Comisión
Nacional del Mercado de Valores on the date hereof. As soon as practicable,
Acciona and Enel will file a prospectus with the Securities and Exchange
Commission (SEC). Such prospectus will be provided to shareholders
of Endesa in accordance with applicable law to the extent required
or permitted thereby.
Further, analysts and investors should carefully review all of the filings
made by Acciona and Enel with the CNMV and with the SEC; those filings
contain important information about Acciona and Enel, their beneficial
ownership of Endesa shares, the Tender Offer, the transactions contemplated
thereby, and other related matters. All of the information referred to
in this paragraph is or will become publicly available at www.cnmv.es and www.sec.gov ,
and must be considered reproduced in this release.
The implementation of the Tender Offer is subject to various conditions,
authorizations, contingencies and other significant requirements and
constraints deriving from applicable laws and regulations. Further, to
the extent permitted under applicable law, as long as it is permitted
under the applicable law, Acciona and Enel reserve their right to amend,
supplement, waive or rescind any of the terms of the Tender Offer as
they may agree from time to time. As a result of the foregoing, analysts
and investors should not rely on this press release or on the Tender
Offer prospectus as an assurance that any or all of the transactions
envisaged in said documents will be necessarily completed or implemented.
Further, analysts and investors are urged to read the Tender Offer prospectus
and to seek legal advice in order to fully understand the terms, conditions,
risks and contingencies to which the Tender Offer is subject to.
This press release has the purpose of summarizing and explaining certain
key provisions of the Tender Offer for the benefit of the shareholders
of Acciona and Enel, other investors in Endesa and the market in general.
By preparing and releasing this press release, none of Acciona and Enel
intends to recommend or suggest, directly or indirectly, any investment
strategy in connection with Acciona, Enel, Endesa or any other company,
or with any securities issued by any such persons. This press release
does not constitute an offer to sell or the solicitation of an offer
to subscribe for or buy any security, nor is it a solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, issuance
or transfer of the securities referred to in this press release in any
jurisdiction in contravention of applicable law.
The release, publication or distribution of this press release in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdiction into which this press release is released, published or
distributed should inform themselves about and observe such restrictions.
Additional Important Information for U.S. Investors
Acciona and Enel will file with the SEC a statement on Schedule TO that
will include an offer to purchase, a letter of transmittal and related
documents. The offer to purchase, letter of transmittal and related documents
will also be mailed to U.S. holders of record of Endesa shares and holders
of ADSs representing Endesa shares, and be made available for distribution
to beneficial owners of Endesa shares and ADSs. The solicitation of offers
to buy the Endesa shares and ADSs will only be made pursuant to the offer
to purchase, the letter of transmittal and related documents. When they
are available, U.S. stockholders should carefully read those materials
(as well as any amendments and supplements to those materials) prior
to making any decisions with respect to the tender offer because they
will contain important information, including the various terms of, and
conditions to, the tender offer. When they are available, U.S. stockholders
will be able to obtain the offer to purchase, the letter of transmittal
and related documents without charge from the SEC's website at www.sec.gov and
will receive information at an appropriate time on how to obtain such materials
for free from Acciona and Enel or their duly designated agent.
Forward-Looking Statements
This press release contains statements that constitute forward-looking
statements in its general meaning and within the meaning of Spanish
applicable law regarding securities markets. These statements appear
in a number of places in this document and include statements regarding
the intent, belief or current expectations, estimates regarding future
growth of Acciona, Enel, Endesa and other companies, as well of the
global business, market share, financial results and other aspects
of the activity and situation relating to those companies. The forward-looking
statements in this document can be identified, in some instances, by
the use of words such as "expects", "anticipates", "intends", and similar language
or the negative thereof or by forward-looking nature of discussions of strategy,
plans or intentions. Such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties and actual results may
differ materially from those in the forward-looking statements as a result
of various factors. Analysts and investors are cautioned not to place undue
reliance on those forward-looking statements which speak only as of the date
of this press release. None of Acciona or Enel undertakes any obligation
to release publicly the results of any revisions to these forward-looking
statements which may be made to reflect events and circumstances after
the date of this press release, including, without limitation, change
in Acciona's or Enel's business or acquisition strategy to reflect the
occurrence of unanticipated events.