Motor-Columbus, Atel, EOS, UBS

Motor-Columbus purchase negotiations finalised: Establishment of the initial conditions for a strong new energy group

    Bern (ots) - Invitation to the press conference on the purchase of UBS's 55.6% stake in Motor-Columbus

    Today, 30 September 2005, 11:30am at the Hotel Bellevue, Berne The documents of the presentation will be available online from 11:30am onwards on the websites of Atel and EOS. www.atel.ch , www.eosholding.ch

    On 29.09.2005, a consortium with Swiss majority signed the contracts for the purchase of UBS's 55.6% stake in Motor-Columbus. The conditions for an enduring industrial solution in the Western Swiss energy sector are now in place. The planned consolidation of Atel (Olten) and EOS (Lausanne) will lead to the creation of a new, significant energy company generating a turnover of over CHF 8.3 billion, operating at pan-European level and occupying a leading market position in Switzerland. Subject to the national and foreign authorities' approval, the sale is expected to go through in early 2006.

    Outcome of the negotiations

    The negotiations regarding the sale of UBS's 55.6% stake in Motor-Columbus have been successfully finalised and the contracts signed on 29 September 2005. The sale price has been set at CHF 4'600 per Motor-Columbus share, and CHF 1.3 billion in total.

    Consortium with Swiss majority

    The following partners are participating in the transaction with the volumes indicated: a consortium of Atel's present Swiss minority shareholders - EBM (Elektra Birseck, Münchenstein), EBL (Elektra Baselland, Liestal), Canton of Solothurn, IBAarau - and newcomers AIL (Aziende Industriali di Lugano SA) and WWZ (Wasserwerke Zug AG) will purchase 14.7%, EOS Holding, Lausanne 16.4% and the French company EDF 17.3% of Motor-Columbus's equity capital; the remaining 7.2% will be purchased by Atel. The parties have agreed on establishing an enduring, independent company with a balanced shareholder structure which is also open to new partners.

    Step-by-step formation of the new company

    Following the closing of the deal in the first half of 2006, the partners have agreed to consolidate Motor-Columbus and Atel into one company.

    In a next step, the new company and EOS's commercial operations and assets shall be consolidated within a newly created holding structure. The holding company shall be domiciled in Neuchâtel, the Executive Board based in Olten. Likewise, EDF has the firm intent to assess all possibilities of an optimisation of its Swiss operations within the new company. These steps should presumably be completed within the next 2 years.

    Establishing one of the leading energy companies

    Following this route, the associated companies are laying the foundation within the Swiss electricity industry for a strong energy company in Western Switzerland. Based on a largely complementary portfolio, the new company provides energy services across Europe and occupies a strong market position in Switzerland, in particular also preserving the long-term autonomy of energy supply in North Western and Western Switzerland. With around 8600 employees the new company will generate a turnover of over CHF 8.3 billion. At over 120 TWh, energy sales across Europe will represent more than twice the annual consumption in Switzerland. Until the consolidation is brought to a close, the two companies EOS Holding and Atel shall continue to evolve within the context of their existing organisations and along their present strategic axes.  

    Public tender offer to Atel's and SES's general public shareholders

    The signing of the purchase contracts triggers the obligation to submit a public tender offer to Atel's general public shareholders. An offer of exchange has been planned in which Atel shareholders will receive MC shares. The Swiss Takeover Board (TOB) has extended the deadline for the submission of the mandatory offers to Atel general public shareholders until the purchase contracts have been finalised. A public tender offer will also be submitted to the shareholders of Società Elettrica Sopracenerina SES, Locarno. A corresponding recommendation will be sought from the TOB for SES general public shareholders immediately after the signing of the contracts.

    The execution of the transaction depends on the fulfilment of certain conditions, in particular the approval of national and foreign authorities. The finalisation of the sale of the Motor-Columbus shares will thus presumably take place in early 2006.

    Supplementary information will be provided at a press conference. Location: Hotel Bellevue, Berne / Time: Friday, 30 September, 11:30am

    A presentation with complementary information will be available online from 11:30am onwards:

    www.eosholding.ch     www.atel.ch

ots Originaltext: Motor-Columbus, Atel, EOS, UBS
Internet: www.presseportal.ch

Information:
Alain Moilliet, Member of the Executive Board Motor-Columbus
Phone: +41 56 203 11 11
Email: a.moilliet@motor-columbus.c
www.motor-columbus.ch

Martin Bahnmüller, Head of Corporate Communications Atel
Phone: +41 62 286 71 10
Email: presse@atel.ch
www.atel.ch

Philippe Furrer, Head of Communication EOS
Phone: +41 21 341 22 60
Email: philippe.furrer@eosholding.ch
www.eosholding.ch

Dr. Rainer Schaub, Representative of the Consortium of
Swiss minority shareholders, Chairman of the Board of Directors EBM
Phone: +41 61 421 58 35


    Motor-Columbus Ltd., Baden

    Having enjoyed a long and colourful history since the advent of
universal electrification, Motor-Columbus Ltd. concentrated on
serving as a pure financial holding company, domiciled in Baden (AG),
about 10 years ago. Next to several finance and real estate
companies, the companies operating in the energy industry are
bracketed together in the Atel Group (Aare-Tessin Ltd. for
Electricity). Motor-Columbus Ltd. holds a 58.5% stake in Atel.


    Aare-Tessin Ltd. for Electricity (Atel), Olten

    Aare-Tessin Ltd. for Electricity (Atel) is the leading
production-based energy service provider in Switzerland and operates
at a pan-European level. Founded in 1894, Atel focusses on the two
key businesses of production-based energy trading and energy
services. The group of companies, domiciled in Olten, employs a staff
of around 8000 and generated a turnover of CHF 7 billion in 2004. Its
main markets are Switzerland, Italy, Germany, France and the Central
and Eastern European countries. Its goods and services range from
portfolio management and electricity trading across Europe, to energy
derivatives and option contracts, to establishing distribution
concepts involving other partners. Trading and distribution are
supported by a number of proprietary hydraulic and thermal power
stations in Switzerland, Italy, Hungary and the Czech Republic. Atel
owns a broadly ramified transmission grid in Switzerland. With its
Energy Services Division, Atel provides all technical services
pertaining to energy (electricity, gas, oil and biomass) and its uses
as power, lighting, cooling and heating, communication and security.
In Switzerland and in Germany, Atel belongs to the leading providers
in the field of energy services.


  EOS Holding Ltd., Lausanne

    For this transaction, EOS Holding has been advised by Goldman
Sachs International.

    EOS Holding is a strategic holding of the major power stations and
distributors in Western Switzerland. It emerged in 2002 from the
company Energie de l'ouest-suisse (EOS), itself founded in 1919. With
its three business units Energy, Transport and Commerce & Trading,
the holding focusses on the three key areas of hydropower generation,
high and highest voltage transmission and marketing of electricity in
Switzerland and abroad for its own account and on behalf of its
shareholders. Its production park in Switzerland, 85% of which
consists of hydroelectric power stations, is one of the most flexible
in Europe. The holding, domiciled in Lausanne, employs a staff of
around 554, including those at HYDRO Exploitation Ltd.



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