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Project Energy West:
Establishing a leading Swiss-European energy company
Acquisition of UBS‘s 55.6% stake in Motor-Columbus
Press conference of the partners involved
Press conference of 30 September 2005 in Berne
1
Project Energy West
Programme of the press conference
Presentation
The transaction
The new company:
strategy and organisation
Hans E. Schweickardt, CEO EOS
Giovanni Leonardi, CEO Atel
Statements
UBS
CSMS
EOS
Atel
Motor-Columbus
EDF
Press conference of 30 September 2005 in Berne
Urs Rinderknecht, General Manager
Dr. Rainer Schaub, Representative of the Consortium of
Swiss minority shareholders, Chairman of the Board of
Directors EBM
Dr. Dominique Dreyer, Chairman of the Board of Directors
Dr. Walter Bürgi, Chairman of the Board of Directors
Dr. h.c. Heinrich Steinmann, Chairman of the Board of
Directors
Marc Boudier, Directeur Europe
2
Project Energy West:
The transaction
3
Project Energy West
Strategic intent
Creation of one of the leading energy companies through
the step-by-step consolidation of the industrial activities of
Atel, EOS and the Swiss activities of EDF.
Press conference of 30 September 2005 in Berne
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Project Energy West
Reasons for the creation of a dynamic Swiss energy group,
operating at a pan-European level
1. Further development of the associated companies‘ successful SwissEuropean business strategies
2. Establishment of sound initial conditions against a background of progressive
market liberalisation in Europe and in Switzerland as well as increasing
competition in the energy markets
3. Development of existing European cooperations, e.g. EDF
4. Development and optimal deployment within the new European context of
Switzerland‘s traditional strengths in the field of power generation
5. Long-term guarantee of a Swiss majority
6. Long-term guarantee of Service Public
Source:
Press conference of 30 September 2005 in Berne
Consortium agreement
5
Project Energy West
Benefits of the transaction
1. Further development of an energy group operating across Europe
2. Achievement of a "critical mass" allowing a successful positioning in
tomorrow‘s liberalised European and Swiss electricity markets
3. Use of synergies in power generation, transmission and distribution/trading
4. Long-term enhancement of the security of supply for the shareholders
involved
5. Optimisation of risk management
6. Platform for partners and shareholders
7. Simplification of shareholder structure
8. Integration of new partners possible
Press conference of 30 September 2005 in Berne
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Project Energy West
Consortium partners
Aare-Tessin Ltd. for Electricity (Atel)
Electricité de France (EDF)
EOS Holding (EOSH)
Azienze Industriali di Lugano SA (AIL)
Elektra Baselland (EBL)
Consortium of
Swiss minority
shareholders
(CSMS)
Elektra Birseck Münchenstein (EBM)
IBAarau AG (IBAarau)
Canton of Solothurn (Ct. SO)
Wasserwerke Zug AG (WWZ)
Press conference of 30 September 2005 in Berne
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Project Energy West
The creation of a leading Swiss-European energy company takes
place in three steps
Phase 1
Phase 2
Preparation
Phase 3
Launch new comp.
Consolidation
mid-2006
• Signing (29.09.2005)
• Closing after fulfilment of contract
conditions, in particular approval by the
competent competition authorities as well
as further authorities (e.g. Italy)
• Submission of public tender offers to Atel
and SES1 shareholders
• Execution of the consolidation of MC and
Atel
2007/2008
• Change of Atel's corporate name
and incorporation of all assets
• Implementation of the new company's
target structure
• Incorporation of all operational
assets of the EOS group into the
new company
• Launch of commercial operations
• Firm intent of EDF to assess all
possibilities of an optimisation of its
Swiss assets within the new
company
1) Società Elettrica Sopracenerina
Press conference of 30 September 2005 in Berne
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Project Energy West
Current ownership structure
Public
Atel minority shareholders
55.6%
24.9%1)
15.4%
4.1%
30%
Public
58.5%
14.9%
7.9%
5.0%
2.2%
1.2%
1.3%
5.8%
3.2%
1) EDF Group
Press conference of 30 September 2005 in Berne
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Preparation
Launch new comp.
Consolidation
The buyers of the Motor-Columbus stake
Shareholder structure MC today
506 000 shares
Distribution of UBS's stake
281 535 shares
Public
EOS
4.1%
EDF
17.3%
EOS
16.4%
Atel
7.2%
15.4%
24.9%
55.6% UBS
EDF1)
CSMS 14.7%
Shareholder
EDF
403
EOS
381
Atel
168
EBM
67
EBL
30
Ct. SO
77
IBAarau
WWZ
AIL
1) EDF Group
2) Computation: price per share (CHF 4600) x number of shares to be acquired, numbers rounded
3) Consortium of Swiss minority shareholders
Press conference of 30 September 2005 in Berne
Purchase
price paid to
UBS2)
[CHF million]
9
CSMS3)
343
48
112
1295
10
Preparation
Launch new comp.
Consolidation
Ownership structure after the sale of UBS's stake, before the
consolidation of Motor-Columbus and Atel
42.3%1) 31.6%
7.2%
4.8%
3.3%
2.9%
2.1%
1.3%
0.4%
4.1%
Public
Public
58.5%
14.9%
7.9%
5.0%
2.2%
1.2%
1.3%
5.8%
3.2%
1) EDF Group
Press conference of 30 September 2005 in Berne
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Preparation
Consolidation
Launch new comp.
Ownership structure after the consolidation of Motor-Columbus
and Atel
Swiss
shareholders
>60%
Misc.
40%
17.8%
17.2%1)
25%2)
New Atel
1) Possibly incl. AEM and 5.3% Atel
2) EDF Group
Press conference of 30 September 2005 in Berne
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Preparation
Launch new comp.
Consolidation
Balanced ownership structure between consortium partners of the
new company after the incorporation of contributions in kind
CSMS
30%
Misc.1)
30%
25%
15%
New company
1) Possibly incl. AEM
Press conference of 30 September 2005 in Berne
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Project Energy West:
The new company: strategy and organisation
14
Project Energy West
Power generation (in TWh) of the new company after the
integration of the activities of Atel, EOS and potentially EDF Group
Hydro (6.6)
Thermal (13.8)
0,4
13,4
EOS
Atel
EU
1.6
EDF
2.3
EOSH
CH
2.7
Atel
New company
New company
Base 2004
Press conference of 30 September 2005 in Berne
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Project Energy West
Sales / Trading (standard products) in TWh and transmission grid of the new
company after the integration of the activities of Atel, EOS and potentially EDF
Base 2004
Sales 115.2
18.2
Trading 123.7
15,7
EOS
EOS
Atel
Atel
Transmission grid
97
108
~ 911 km
EOS
New company
Press conference of 30 September 2005 in Berne
~ 710 km
Atel
~ 100 km
EDF
New company ~ 1720 km
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Project Energy West
Total operating revenues (CHF billion) and employees of the new
company after the integration of the activities of Atel, EOS and potentially
EDF
Total operating
revenues 8.3
0.2
1.1
7
EDF
Employees approx. 8600
5541)
EOS
EOSH
Atel
New company
80002)
Atel
New company
Base 2004
1) Of which 324 Hydro Exploitation SA
2) Of which 6900 Energy Services
Press conference of 30 September 2005 in Berne
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Project Energy West
The new company operates across Europe
•
•
•
•
Operations in over 20 European countries
~ CHF 8.3 billion turnover
~ 20% turnover in CH
~ 80% turnover in EU
Electricity trading
Power generation
Energy Services
Press conference of 30 September 2005 in Berne
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Project Energy West
Total operating revenues (CHF billion) of the new company
compared to the major Swiss energy companies (base 2004)
0.2
1.1
EDF
EOS
0.7
CKW
1.7
NOK
3.2
EGL
5.6
Axpo
7.0
Atel
8.3
New company
Press conference of 30 September 2005 in Berne
2.9
2.9
BKW
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Project Energy West
Unchanged management in the transitional phase
Phase 2
Integration projects
New company
Phase 3
Press conference of 30 September 2005 in Berne
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Project Energy West
Planned organisation of the new company from 2008 onwards (Phase 3)
Board of Directors
• Holding domiciled in Neuchâtel
Executive Board
Olten
Business
Development
Neuchâtel
Financial
Services
Management
Services
Olten
Olten
Energy Switzerland
Energy
International
Lausanne
Press conference of 30 September 2005 in Berne
Trading
Olten
Energy Services
Olten
Zurich/Heidelberg
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Project Energy West
Strategic priorities of the new company
Long-term commitment of the partners to a new, independent and
successful company
• Realisation of industrial synergies
• Use of growth opportunities in Europe
• Development of power generation and transmission capacities
• Organic growth in Switzerland
• Energy Services as a complementary pillar
• Increased cooperation with regional distributors
Press conference of 30 September 2005 in Berne
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Project Energy West
Strengths of the new company (Europe)
• Hub position in the European electricity market
• Broad presence and established organisations across Continental Europe
• Leading position in trading/distribution, including Central/Eastern Europe
• Strong partners across Europe, e.g. EDF
• Balanced international power generation portfolio (peak and base energy)
• Stable operations of Energy Services in key markets
Press conference of 30 September 2005 in Berne
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Project Energy West
Strengths of the new company (Switzerland)
• Powerful and efficient transmission grid in the heart of Europe
• Diversified power generation capacities and hence high security of supply;
good initial conditions for future development
• Strong market position in Western Switzerland
• Financially strong and good access to Swiss capital markets (listed SWX)
• Open to new partners
• Leading provider of Energy Services (enhancement of energy efficiency)
Press conference of 30 September 2005 in Berne
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Project Energy West
Benefits for Switzerland and for consumers
• Enhancement of the security of supply
• Strong, competitive energy services provider
• Guarantee of a Swiss majority stake in the new company and thus the power
resources of the country which are tied to it
• Power distribution remains anchored in the regions and in the public sector
(Service Public)
• Long-term guarantee of control in an industrial sector of great importance for
the national economy
• Specialised competences specific to the complex power industry remain in
Switzerland
• Preservation of fiscal base in Switzerland
• Around 3500 jobs in Switzerland
Press conference of 30 September 2005 in Berne
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