Atel, EOS form new leading Swiss energy group in association with EDF

The agreements on the disposal by UBS of its majority shareholding in Motor-Columbus to a predominantly Swiss-owned consortium, and on the planned merger of Aare-Tessin Ltd. for Electricity (Atel) in Olten (Switzerland) with EOS SA in Lausanne (Switzerland), were closed on 23rd March 2006. They mark the establishment of a new, leading Swiss group in Europe’s energy markets, with EDF as its European partner. The mandatory share exchange offer to the Atel shareholders will be launched and the merger of Atel and Motor-Columbus will then take place.

Closure of the agreements on the disposal by UBS of its majority shareholding in Motor-Columbus took place on 23rd March 2006 following approval by the competition authorities in Switzerland and the EU at the end of February 2006 and the subsequent agreement of the relevant official bodies at the purchasing companies. The UBS majority shareholding in Motor-Columbus has been purchased by a predominantly Swiss-owned consortium consisting of the Swiss minority shareholders in Atel – EBM (Elektra Birseck, Münchenstein), EBL (Elektra Baselland, Liestal), Canton Solothurn, IBAarau – along with newcomers AIL (Aziende Industriali di Lugano SA) and WWZ (Wasserwerke Zug AG). The other partners in the consortium are EOS Holding in Lausanne and Atel itself. EDF of France is further strengthening its role as a major European industrial partner.

Offer to Atel shareholders With the closure of the agreements, Motor-Columbus is obligated to submit a public takeover offer to Atel shareholders on behalf of the consortium partners. Its launch is expected on 28th March 2006 in the form of a mandatory share exchange offer. The offer acceptance period will presumably end on 2nd May 2006. The exchange ratio is based on the average Atel and MC opening prices over the past thirty days, and is 0.32 (i.e. one Atel share carries entitlement to 0.32 shares in Motor-Columbus, rounded down to the next whole number with the fractional remainder compensated in cash).

As a next step, Atel will merge with its parent company Motor-Columbus in the second half of 2006. Atel and the activities and assets of EOS will be incorporated within a newly created holding structure by the end of 2007. EDF has also given a firm commitment to contribute its Swiss activities to the new company. Thus the companies concerned are laying foundations for the continued expansion of a pan-European energy company with a strong position and base in Switzerland, along with an established European partner.

About the transaction: a look back at September / October 2005 Negotiations on the sale of a 55.6% shareholding in Motor-Columbus were successfully concluded by the signing of a purchase agreement with UBS on 29th September 2005. Partners in the deal, and their apportionments of Motor-Columbus share capital, are as follows: a consortium of Swiss minority shareholders in Atel – EBM (Elektra Birseck, Münchenstein), EBL (Elektra Baselland, Liestal), Canton Solothurn, IBAarau – along with newcomers AIL (Aziende Industriali di Lugano SA) and WWZ (Wasserwerke Zug AG) are buying 14.7%; EOS Holding in Lausanne is buying 16.4% and EDF of France is buying 17.3%; the remaining 7.2% will be acquired by Atel. The partners have agreed to establish a sustainable, independent company with an equalised shareholder structure that is also open to additional partners.

Step by step to a new company Following closure on the deal, the partners have agreed to merge Motor-Columbus and Atel into a single company within the first six months of 2006. Thereafter, Atel and the activities and assets of EOS are to be incorporated into a new holding structure. Holding company headquarters will be in Neuchatel, executive management in Olten. EDF has given a similar firm commitment to examine a full range of options for optimising its activities in Switzerland within the framework of the new company. These steps are expected to be completed within approximately the next two years.

On the way to being a leader in the energy business Within Switzerland’s electricity industry, this move means the companies concerned are laying the foundations for a strong energy company in the western region of the country. With its largely complementary portfolio of activities, the new company will be providing energy services throughout Europe and taking a strong market position in Switzerland, where it will assure lasting independence for energy supplies to northwest and western Switzerland in particular. The new company, with around 8,800 employees, will generate turnover approaching CHF 10 billion. Consolidated European energy sales in excess of 120 TWh will be twice as high as Switzerland’s own annual consumption. Until the merger is completed, EOS Holding and Atel will continue their development along existing strategic lines.  

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) Aare-Tessin Ltd. for Electricity (Atel) is the leading production-based energy service provider in Switzer-land and operates at a pan-European level. Founded in 1894, Atel focuses on the two core businesses of production-based Energy Trading and Energy Services. The group of companies, domiciled in Olten, employs a staff of around 8400 and generated a turnover of CHF 8.6 billion in 2005. Its main markets in the energy sector are Switzerland, Italy, Germany and the Central and Eastern European countries. Its goods and services range from portfolio management and group energy supplies, to energy derivatives and option contracts, to establishing distribution concepts involving other partners. Trading and distribu-tion are supported by a number of proprietary hydraulic and thermal power stations plus a broadly rami-fied transmission grid. 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, communi-cation and security. Atel is among the leading providers of Energy Services in both Switzerland and Germany. 

EOS Holding Ltd., Lausanne 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. EOS has generated a turnover of CHF 1.3 billion in 2005. With its three business units Energy, Transport and Commerce & Trading, the holding focuses 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 hydroe-lectric power stations, is one of the most flexible in Europe. The holding, domiciled in Lausanne, em-ploys a staff of around 554, including those at HYDRO Exploitation Ltd. 

Electricité de France (EDF) EDF is the world's largest provider of electricity. The group employs 161,560 around the globe. In 2005, it generated total sales amounting to 51.1 billion euros, and a net income of 3.2 billion euros. By in-creasing its participation in the capital of Motor Columbus, and thus indirectly in  the capital of Atel, EDF has strengthened its position in Switzerland and consolidated its role as an industrial shareholder alongside its Swiss partners, contributing to the creation of a leading energy pole in western Switzer-land. This operation is coherent with EDF Group's international strategy which is geared towards strengthening the group's presence in the strategically important countries of Europe such as Switzer-land, with its geographical location at the heart of Europe.