“The agreement announced by Edf, A2A, Delmi and Iren on December 27, 2011 exclusively reflects the essential elements of the Edison reorganization operation and is still subject to the approval of the relevant competent bodies (with reference to Edf, they must also be consulted the workers' unions)". This is what the four companies specify in a joint statement regarding theagreement reached on the Edison dossier, which envisages the transfer of another 30% of the Italian energy company to the French EDF (thus rising to 80%) and total control of Edipower by Delmi, the consortium of Italian shareholders led by A2A.
The note also specifies that "the agreement reached is a preliminary agreement and concerns the general principles of a transaction with different characteristics compared to the transaction subject to negotiation in recent months and the related question presented to Consob by Edf and Delmi on 21 November 2011, a question which will therefore be formally withdrawn in the next few days. Edf intends to submit a new question to Consob in January".
With regard to the “valuation of Edison shares at Euro 0,84 in the context of the acquisition of 50% of TdE by Edf, Delmi and Edf specify that this valuation is the result of a negotiation between the parties. It should also be noted that this valuation is in line with the average stock market price for the previous twelve months. Given the structure of TdE's assets and liabilities, the price to be paid for 50% of TdE's share capital will derive from the aforementioned valuation of the Edison shares (equal to approximately Euro 1,33 billion for the 50% stake held by TdE in Edison), after deducting the portion of the net financial position of TdE at the time of completion of the transaction. Assuming a total net financial position of TdE equal to Euro 1,26 billion, the price would be equal to approximately Euro 700 million”.
With regard to the determination of the transfer price of 70% of Edipower's share capital, the companies specify that "this price was determined as a result of a negotiation which referred to the upper extreme of the valuation of 20% of Edipower's capital expressed in the preliminary purchase agreement, agreed between Edf and Alpiq and already known to the market (that is, Euro 150 – 200 million for 20% of Edipower's share capital). With reference to the 50% stake in Edipower, at the end of the negotiations the buyer agreed to pay an additional amount of Euro 100 million, so the price that Delmi will have to pay Edison will be approximately Euro 600 million”.
With reference to the procedures for the transfer of the 20% stake in Edipower currently held by Alpiq, Edf announces that "the exclusivity provided for in the preliminary contract signed between Edf and Alpiq has been extended until 31.1.2012 and that Edf is evaluating the procedures by which the share of Edipower owned by Alpiq will be transferred to Delmi for the consideration of Euro 200 million".
As for the gas supply contracts between Edipower and Edison, "it should be noted that the agreement reached is preliminary in nature, pursues the interests of the two companies and does not provide for specific terms beyond what has been announced, i.e. a duration equal to six years, volumes equal to 50% of Edipower's requirements and prices at market conditions (expressed in the thermoelectric market); delivery flexibility clauses will be subject to negotiation between the parties according to market conditions".
