E.ON SE

M&A Activity • May 20, 2002

News Details

Ad-hoc | 20 May 2002 21:13

E.ON AG english

E.ON Acquires Ruhrgas Stake of RAG and Initiates Divestment of Degussa Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– E.ON Acquires Ruhrgas Stake of RAG and Initiates Divestment of Degussa E.ON AG, Düsseldorf, today concluded an agreement with RAG Aktiengesellschaft, Essen. Together with the acquisition of other stakes agreed earlier, this agreement will give E.ON a majority interest in Ruhrgas AG. At the same time, E.ON will initiate the divestment of Degussa AG, Düsseldorf, as part of its strategy of focusing on the energy business. E.ON will purchase from RAG an 18.4 percent stake in Ruhrgas, mainly held via Bergemann GmbH. The purchase price amounts to approximately 1.9 billion euros. In return, RAG will acquire a majority shareholding in Degussa in two stages: – In the first stage, RAG will submit a public offer at 38 euros per Degussa share. Including the dividend of 1.10 euros for fiscal 2001 (which will be due on May 21), this price is 11.5 percent above the average share price of the past three months. In the framework of this takeover bid, the number of shares that will be sold by E.ON will be such that, after the completion of this process, both companies will hold equal stakes in Degussa. RAG and E.ON will then jointly manage Degussa as equal partners. This will enable E.ON to continue to support Degussa’s ongoing restructuring program. The Chairman of the Supervisory Board will be nominated by RAG. – In the second stage, RAG will increase its Degussa stake to a majority holding of 50.1 percent by May 31, 2004. E.ON will sell RAG the shares required for this purpose at the same price that was offered in the takeover bid. RAG will then have control over Degussa. Any shares remaining in the hands of E.ON after this step will preferably be floated on the stock market. This will provide an opportunity for Degussa to continue to be an attractive stock for investors. The agreement concluded with RAG will only become effective if the German Ministry of Economics grants the ministerial permit requested by E.ON for taking over a majority shareholding in Ruhrgas. E.ON expects a decision in this matter by mid-July. In addition, the acquisition of Degussa by RAG is also subject to antitrust approval. end of ad-hoc-announcement (c)DGAP 20.05.2002 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: The transaction that has been agreed gives Degussa in the long term a good strategic perspective and a secure business environment. The globally operating specialty chemicals company will be retained in its entirety. In the framework of RAG’s industrial reorientation, Degussa will become a core business area of the RAG Group. ——————————————————————————– WKN: 761440; ISIN: DE0007614406; Index: DAX, EURO STOXX 50 Listed: Amtlicher Handel in Berlin, Bremen, Düsseldorf, Frankfurt, Hamburg, Hannover, München und Stuttgart; Eurex; Swiss Exchange; New York 202113 Mai 02