Gas Natural SDG, S.A. Commences U.S. Offer for Endesa, S.A.
06 Mars 2006 - 6:22PM
PR Newswire (US)
NEW YORK, March 6 /PRNewswire/ -- Gas Natural SDG, S.A. ("Gas
Natural") announces that the registration statement filed with the
United States Securities and Exchange Commission ("SEC") in
connection with its offer to acquire 100% of the share capital of
Endesa, S.A. ("Endesa") has been declared effective by the SEC and
that Gas Natural has commenced offer for Endesa in the United
States (the "U.S. Offer") on March 6, 2006. The U.S. Offer is open
to holders of Endesa ordinary shares who are located in the United
States and to all holders of Endesa American Depositary Shares
("ADSs") wherever located. In the U.S. Offer, Gas Natural is
offering to exchange: * for each Endesa ordinary share, an amount
in U.S. dollars equivalent, after expenses, to euro 7.34 in cash
and, at the holder's option, either 0.569 newly issued ordinary
shares of Gas Natural or 0.569 newly issued American depositary
shares of Gas Natural; and * for each Endesa ADS, an amount in U.S.
dollars equivalent, after expenses, to euro 7.34 in cash and, at
the holder's option, either 0.569 newly issued ordinary shares of
Gas Natural or 0.569 newly issued ADSs of Gas Natural. The U.S.
Offer is being made separately from a Spanish offer (the "Spanish
Offer"), which is open to all holders of Endesa ordinary shares who
are located in Spain and to holders of Endesa ordinary shares who
are located outside of Spain if, pursuant to the local laws and
regulations applicable to such holders, they are permitted to
participate in the Spanish Offer. The Spanish Offer is being made
on substantially similar terms and conditions to the U.S. Offer.
The U.S. Offer is scheduled to expire at 11:00 a.m., New York City
time (5:00 p.m., Madrid, Spain time) on April 19, 2006, unless
extended. If Gas Natural is required or elects to extend the
Offers, it will issue a press release announcing its decision and
file the press release with the SEC. Gas Natural's press release
will set forth the expiration date and time of the extended Offers
and inform holders of Endesa securities subject to the U.S. Offer
that they may tender their Endesa securities, or withdraw their
tendered Endesa securities, at any time until the expiration of the
extended offer period. Important Information In connection with the
offer by Gas Natural SDG, S.A. (Gas Natural) to acquire 100% of the
share capital of Endesa, S.A. (Endesa), Gas Natural has filed with
the United States Securities and Exchange Commission (SEC) a
registration statement on Form F-4 (File No.: 333-132076), which
includes a prospectus and related exchange offer materials to
register the Gas Natural ordinary shares (including Gas Natural
ordinary shares represented by Gas Natural American Depositary
Shares (ADSs)) to be issued in exchange for Endesa ordinary shares
held by U.S. persons and for Endesa ADSs held by holders wherever
located. In addition, Gas Natural has filed a Statement on Schedule
TO with the SEC in respect of the exchange offer. INVESTORS AND
HOLDERS OF ENDESA SECURITIES ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROSPECTUS, THE STATEMENT ON SCHEDULE TO, AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain
free copies of the registration statement, the prospectus and
related exchange offer materials and the Statement on Schedule TO,
as well as other relevant documents filed with the SEC, at the
SEC's website at http://www.sec.gov/. The prospectus and other
transaction-related documents are being mailed to holders of Endesa
securities eligible to participate in the U.S. offer and additional
copies may be obtained for free from Georgeson Shareholder
Communications, Inc., the information agent: 17 State Street, 10th
Floor, New York, New York 10004, Toll Free (888) 206-0860, Banks
and Brokers (212) 440-9800. This communication is not an offering
document and does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale or exchange of
securities in any jurisdiction in which such offer, solicitation or
sale or exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The solicitation
of offers to buy Gas Natural ordinary shares (including Gas Natural
ordinary shares represented by Gas Natural ADSs) in the United
States will only be made pursuant to a prospectus and related
offering materials that Gas Natural expects to send to holders of
Endesa ADSs and U.S. holders of Endesa ordinary shares. The Gas
Natural ordinary shares (including Gas Natural ordinary shares
represented by Gas Natural ADSs) may not be sold, nor may offers to
buy be accepted, in the United States prior to the time that the
registration statement becomes effective. Investors in ordinary
shares of Endesa should not subscribe for any Gas Natural ordinary
shares to be issued in the offer to be made by Gas Natural in Spain
except on the basis of the final approved and published offer
document in Spain that will contain information equivalent to that
of a prospectus pursuant to Directive 2003/71/EC and Regulation
(EC) No. 809/2004. This communication is not for publication,
release or distribution in or into or from Australia, Canada or
Japan or any other jurisdiction where it would otherwise be
prohibited. DATASOURCE: Gas Natural SDG, S.A. CONTACT: Bruce
Goldfarb or Pat McHugh, Georgeson Shareholder Communications, New
York, +1-212-440-9800, for Gas Natural SDG, S.A.
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