E.ON SE

M&A Activity • Feb 2, 2007

News Details

Ad-hoc | 2 February 2007 22:41

E.ON AG: E.ON Offers 38.75 Euros per Share/ADR for Endesa

E.ON AG / Acquisition

Ad hoc announcement according to § 15 WpHG transmitted by DGAP - a company
of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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E.ON AG today filed with the Spanish stock market regulator as part of the
sealed envelope procedure an offer of 38.75 euros per share and ADR as a
final price for the announced acquisition of Endesa S.A. This corresponds
to a total consideration of 41 billion euros for 100 percent of the shares
in Endesa. The transactions meets E.ON’s financial criteria on this basis
as well.

The new price per share includes a premium of 109 percent on Endesa’s
closing share price on September 2, 2005, the last trading day prior to the
publication of the bid by Gas Natural. It is even slightly above Endesa’s
average last 10 day share price at the Madrid Stock Exchange.

In the event that Endesa, S.A. pays any dividend before closing, the
overall offer value of 38.75 euros per share shall be reduced accordingly.

E.ON’s takeover bid is subject to the following conditions:

a) E.ON acquires at least 529,481,934 shares in Endesa, corresponding to
50.01 percent of Endesa’s share capital.

b) Endesa’s shareholders’ meeting passes a resolution to make the following
amendments to its articles of association: amendment to Art. 32 of the
articles of association to abolish the limitation on voting rights;
amendment to further articles concerning the criteria for the composition
of the Board of Directors and nominations of directors and the chief
executive officer.

DGAP 02.02.2007

Language: English
Issuer: E.ON AG
E.ON-Platz 1
40479 Düsseldorf Deutschland
Phone: +49 (0)211 4579-0
Fax: +49 (0)211 45 79-5 01
E-mail: investorrelations@eon.com
WWW: www.eon.com
ISIN: DE0007614406
WKN: 761440
Indices: DAX, EURO STOXX 50
Listed: Amtlicher Markt in Berlin-Bremen, Frankfurt (Prime Standard),
Hannover, Düsseldorf, Stuttgart, München, Hamburg;
Terminbörse EUREX; Foreign Exchange(s) Mailand, NYSE

End of News DGAP News-Service

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