E.ON Offers 38.75 Euros per Share/ADR for Endesa

E.ON AG today filed with the Spanish stock market regulator as part of the sealed envelopeprocedure an offer of 38.75 euros per share and ADR as a final price for the announcedacquisition of Endesa S.A. This corresponds to a total consideration of 41 billion euros for100 percent of the shares in Endesa. The transactions meets E.ON’s financial criteria on thisbasis as well.

The new price per share includes a premium of 109 percent on Endesa’s closing share priceon September 2, 2005, the last trading day prior to the publication of the bid by Gas Natural.It is even slightly above Endesa’s average last 10 day share price at the Madrid StockExchange.

In the event that Endesa, S.A. pays any dividend before closing, the overall offer value of38.75 euros per share shall be reduced accordingly.

E.ON’s takeover bid is subject to the following conditions:

  • E.ON acquires at least 529,481,934 shares in Endesa, corresponding to 50.01 percent ofEndesa’s share capital.
  • Endesa’s shareholders’ meeting passes a resolution to make the following amendments toits articles of association: amendment to Art. 32 of the articles of association to abolish thelimitation on voting rights; amendment to further articles concerning the criteria for thecomposition of the Board of Directors and nominations of directors and the chief executiveofficer.
  • E.ON AG

    E.ON-Platz 1

    40479 Düsseldorf

    Deutschland / Germany

    ISIN: DE0007614406 (DAX)

    WKN: 761440

    Listed: Official market in Berlin-Bremen, Düsseldorf, Frankfurt (Prime Standard),Hamburg, Hanover, Munich and Stuttgart; Eurex; New York

    - End of Ad Hoc Release – February 2, 2007