Streamlining and Optimization of Group Structure
March 08 2007 - 9:29AM
PR Newswire (US)
(Extract From 2006 Results Press Release) PARIS, March 8
/PRNewswire-FirstCall/ -- The SUEZ Board of Directors has announced
the company's intention to launch a buy out for all Electrabel
shares not yet held, either directly or indirectly, i.e. 1.38% of
Electrabel's capital. The offering price will be EUR 590/share,
amounting to a total investment of EUR 445 million, attached
coupons n 19 and following attached, subject to the conclusions of
an independent expert and the opinion of the Electrabel Board of
Directors. On March 20, 2007, SUEZ will file a prospectus with
Belgium's Commission bancaire, financiere et des assurances (CBFA).
On the other hand, the SUEZ Board of Directors announces the
company's intention to sell SUEZ-Tractebel to Electrabel. This
project will be submitted at a later date for decision to the
Boards of Directors of Electrabel and SUEZ. The main SUEZ-Tractebel
operational assets are: SUEZ Energy International, the consulting
engineers Tractebel Engineering, and equity holdings in Distrigas
and Fluxys. SUEZ, an international industrial and services Group,
designs sustainable and innovative solutions in the management of
public utilities as a partner of public authorities, businesses and
individuals. The Group aims to answer essential needs in
electricity, natural gas, energy services, water and waste
management. SUEZ is listed on the Brussels, Luxembourg, Paris, New
York and Zurich stock exchanges and is represented in the main
international indices: CAC 40, BEL 20, DJ STOXX 50, DJ EURO STOXX
50, Euronext 100, FTSE Eurotop 100, MSCI Europe and ASPI Eurozone.
Important Information This communication does not constitute an
offer to purchase or exchange or the solicitation of an offer to
sell or exchange any securities of Suez or an offer to sell or
exchange or the solicitation of an offer to buy or exchange any
securities Electrabel or Gaz de France, nor shall there be any sale
or exchange of securities in any jurisdiction (including the United
States, Germany, Italy and Japan) 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 distribution
of this communication may, in some countries, be restricted by law
or regulation. Accordingly, persons who come into possession of
this document should inform themselves of and observe these
restrictions. To the fullest extent permitted by applicable law,
Gaz de France and Suez disclaim any responsibility or liability for
the violation of such restrictions by any person. The Gaz de France
ordinary shares to be issued in connection with the proposed
business combination to holders of Suez ordinary shares (including
Suez ordinary shares represented by Suez American Depositary
Shares) may not be offered or sold in the United States except
pursuant to an effective registration statement under the United
States Securities Act of 1933, as amended, or pursuant to a valid
exemption from registration. In connection with the proposed
business combination, the required information document will be
filed with the Autorite des marches financiers ("AMF") and, to the
extent Gaz de France is required or otherwise decides to register
the Gaz de France ordinary shares to be issued in connection with
the business combination in the United States, Gaz de France may
file with the United States Securities and Exchange Commission
("SEC"), a registration statement on Form F-4, which will include a
prospectus. Investors are strongly advised to read the information
document filed with the AMF, the registration statement and the
prospectus, if and when available, and any other relevant documents
filed with the SEC and/or the AMF, as well as any amendments and
supplements to those documents, because they will contain important
information. If and when filed, investors may obtain free copies of
the registration statement, the prospectus as well as other
relevant documents filed with the SEC, at the SEC's web site at
http://www.sec.gov/ and will receive information at an appropriate
time on how to obtain these transaction-related documents for free
from Gaz de France or its duly designated agent. Investors and
holders of Suez securities may obtain free copies of documents
filed with the AMF at the AMF's website at
http://www.amf-france.org/ or directly from Gaz de France on its
web site at: http://www.gazdefrance.com/ or directly from Suez on
its website at: http://www.suez.com/, as the case may be.
Forward-Looking Statements This communication contains
forward-looking information and statements about Gaz de France,
Suez and their combined businesses after completion of the proposed
business combination. Forward-looking statements are statements
that are not historical facts. These statements include financial
projections, synergies, cost-savings and estimates and their
underlying assumptions, statements regarding plans, objectives,
savings, expectations and benefits from the transaction and
expectations with respect to future operations, products and
services, and statements regarding future performance.
Forward-looking statements are generally identified by the words
"expect," "anticipates," "believes," "intends," "estimates" and
similar expressions. Although the managements of Gaz de France and
Suez believe that the expectations reflected in such
forward-looking statements are reasonable, investors and holders of
Gaz de France and Suez ordinary shares are cautioned that
forward-looking information and statements are not guarantees of
future performances and are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of Gaz de France and Suez, that could cause
actual results, developments, synergies, savings and benefits from
the transaction to differ materially from those expressed in, or
implied or projected by, the forward-looking information and
statements. These risks and uncertainties include those discussed
or identified in the public filings with the Autorite des marches
financiers ("AMF") made by Gaz de France and Suez, including those
listed under "Facteurs de Risques" in the Document de Reference
filed by Gaz de France with the AMF on May 5, 2006 (under no:
R.06-050) and in the Document de Reference and its update filed by
Suez on April 11, 2006 (under no: D.06-0248), as well as documents
filed by Suez with the SEC, including those listed under "Risk
Factors" in the Annual Report on Form 20-F for 2006 that Suez filed
with the SEC on June 26, 2006, and in the Amended Annual Report on
Form 20-F/A filed with the SEC on February 1, 2007. Except as
required by applicable law, neither Gaz de France nor Suez
undertakes any obligation to update any forward-looking information
or statements. This release is also available on the Internet:
http://www.suez.com/ DATASOURCE: SUEZ CONTACT: Press Contacts:
+33(0)1-4006-6651/6668, Belgium : +322-510-76-70; Analyst Contacts:
+33(0)1-4006-6531
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