E.on Se · XETR:EOAN
E.on — Merger or Acquisition (February 2007)
18 slides from E.on's merger presentation, Feb 19, 2007
Slide 1: E.ON's Offer for Endesa Roadshow presentation
E.ON’s Offer for Endesa Roadshow presentation February 19-20, 2007
Slide 2: E.ON and Endesa create the world's leading power and gas company
E.ON and Endesa create the world’s leading power and gas company y E.ON is making its final all-cash offer for 100% of Endesa’s shares for 38.75 € per share y The integrity of Endesa’s business and corporate identity will be secured by E.ON y Presence in all major European markets is achieved in one
Slide 3: E.ON is making an all-cash offer with an attractive premium to shareholders
E.ON is making an all-cash offer with an attractive premium to shareholders E.ON‘s offer Significant premium 38.75 €/share y Overall offer value: 38.75 €/share y All cash Premium y Own financial strength as basis of 109 % for the bid y Conditional on removal of by-law restrictions and 50.01% accepta
Slide 4: E.ON's offer gives Endesa shareholders the opportunity to realize this additional value
E.ON’s offer gives Endesa shareholders the opportunity to realize this additional value Endesa’s share price is driven by E.ON’s offers 40 €/share 38 If E.ON’s offer is 36 34 unsuccessful a 32 significant 30 28 negative 26 impact on the 24 share-price of 22 20 Endesa is likely 18 16 Sep 05 Dec 05 Ma
Slide 5: E.ON offers a premium to brokers' fair valuation of Endesa
E.ON offers a premium to brokers’ fair valuation of Endesa Average fair value from brokers of €30.2/share (adjusted for dividend1) below E.ON’s offer 38.75 “We have revised our fundamental 31.8 31.0 value of Endesa to €31.5 …” 30.9 30.0 DrKW 17 January 2007 27.5 “We have a fair value for Endesa of €
Slide 6: E.ON is committed to secure Spanish identity and integrity of Endesa
E.ON is committed to secure Spanish identity and integrity of Endesa to the benefit of all stakeholders Endesa Spanish market Spanish consumers y Will benefit from being y Improves competitive y Commitment to Spanish part of the leading global position of leading security of supply and to power and
Slide 7: The combination of E.ON and Endesa creates significant strategic and financial value
The combination of E.ON and Endesa creates significant strategic and financial value 1. Creates the world’s leading power and gas company with a unique position regarding global scale, portfolio balance, and growth potential 2. Strong presence in all European markets offers an excellent platform to
Slide 8: E.ON will acquire a great company with excellent management and businesses
E.ON will acquire a great company with excellent management and businesses Endesa’s market presence Endesa’s key strengths y Excellent market positions in Spain, Leading energy Southern Europe, and Latin America company in represent a superior platform for further Iberia1 growth y Excellent manageme
Slide 9: Together, we will have a unique position regarding global scale, portfolio balance, and growth potential
Together, we will have a unique position regarding global scale, portfolio balance, and growth potential Global scale Diversified earnings3 Europe1 UK y 327 TWh power generation Iberia Nordic 9% Italy / 20% 7% y 515 TWh power sales 5% France y 931 TWh gas sales EBITDA 12% European Gas y 41 million c
Slide 10: The first truly pan-European player benefiting from further market integration
The first truly pan-European player benefiting from further market integration European energy market emerging Benefits for E.ON/Endesa and consumers Integrated, competitive European power and gas markets y In a liberalised single European energy market E.ON and Endesa will form a Harmonized Europea
Slide 11: Since November 2006, significant additional value creation potential has been identified
Since November 2006, significant additional value creation potential has been identified Additional value creation potential €m/year Full 600 m€ effect in 2010 build up pro rata over 3 years 235 Vast majority of synergy potential from y Size & scale of the combined entity 600 y Best-practice transfe
Slide 12: The offer meets E.ON's strict financial criteria in all respects
The offer meets E.ON’s strict financial criteria in all respects Offer is based on a Fulfills E.ON’s strict financial criteria sound value proposition y Improved future outlook of Endesa Earnings enhancing in and recent track record of delivery y Refinement of fundamental valuation the first full ye
Slide 13: The offer considerably improves E.ON's capital structure
The offer considerably improves E.ON’s capital structure Financing of the Offer y Offer is fully backed by term and guarantee facilities y The offer significantly improves y Refinancing strategy depends on E.ON’s capital structure final acceptance level and will be based on three components: y Posit
Slide 14: Closing is expected within a short period of time
Closing is expected within a short period of time Filing of the original offer 21 Feb 2006 EU-antitrust approval without conditions 25 Apr 2006 Decision of Ministry of Industry on CNE conditions 03 Nov 2006 CNMV approval 16 Nov 2006 Start of acceptance period 26 Jan 2007 Sealed envelope 02 Feb 2007
Slide 15: E.ON's offer received a favorable opinion from Endesa
E.ON’s offer received a favorable opinion from Endesa1 “ The Board of Directors of Endesa, by an unanimous vote […], views the terms of the E.ON offer favorably […]. “ “ The consideration of € 38.75 per share offered by E.ON […] is fair, from a financial point of view, to the shareholders of Endesa.
Slide 16: How can Endesa shareholders take advantage of E.ON's offer?
How can Endesa shareholders take advantage of E.ON’s offer? Vote at the EGM of Endesa in favor of the proposed changes to the by-laws Tender your shares to E.ON 15
Slide 17: E.ON and Endesa create the world's leading power and gas company
“E.ON and Endesa create the world’s leading power and gas company”
Slide 18: Tender offer notice to Endesa investors
On January 26th 2007, E.ON Aktiengesellschaft (“E.ON”), through its wholly owned subsidiary E.ON Zwölfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender offer for ordinary shares and ADSs of Endesa S.A. (“Endesa”) with the U.S. Securities and Exchange Commission