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Decision by the Swiss Federal Banking Commission on the Motor-Columbus exchange offer

The Swiss Federal Banking Commission (SFBC) ruled in its decision of 4 July 2006 that in the amended form of 1 June 2006 (extended on 16 June 2006), the offer to exchange Atel shares for Motor-Columbus shares complies with the Swiss Stock Exchange Act. The mandatory exchange offer will therefore go ahead as planned and published. The goals and timetable of the overall transaction – to merge Atel and EOS to create Switzerland’s leading pan-European power company – remain unchanged.

The ruling follows on the heels of an intervention by an Atel minority shareholder. The SFBC thus supports the judgement of 12 June 2006 by the Swiss Takeover Board, the competent authority for public offers. The Board considered the modified offer complied with the Swiss Stock Exchange Act and the SFBC decision of 3 May 2006. The modification essentially concerned the deferral of the decision on the form of the restructuring of Atel and its parent company, Motor-Columbus, by six months.

The exchange offer mentioned above and the restructuring of Atel and Motor-Columbus constitute individual stages in an overall transaction aimed at bringing together Atel and the operational activities and assets of EOS under a newly created holding structure. Electricité de France (EDF) also intends to incorporate its Swiss activities in the new company. 

Motor-Columbus Ltd.               Aare-Tessin Ltd. for Electricity 


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 Switzerland 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 sales are supported by a number of proprietary hydraulic and thermal power stations plus a broadly ramified 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, communication and security. Atel is among the leading providers of Energy Services in both Switzerland and Germany.