Essent's Central Works Council issues a positive recommendation
Arnhem, 20 February 2009 – Essent and the German energy company RWE have taken an important step forward with regard to their intended partnership. Essent's Central Works Council has issued a positive recommendation about the intended plans. The Works Council Act (WOR) requires that such a recommendation is made. Today, Essent and RWE formally signed the Sales & Purchase Agreement that was agreed in January 2009. In this agreement, RWE makes a binding cash offer amounting to EURO 9.3 billion to Essent's shareholders, and by doing so, acquires all issued and outstanding shares, except for the network and waste processing activities.
Essent and RWE sign a Sales & Purchase Agreement
The intended sale of shares results from the earlier resolution adopted by the shareholders to seek co-operation with an international partner, based on a broad set of criteria that would reach further than value alone. The main reason behind that resolution was to achieve scale, which is crucial in order to guarantee the company's continuity in the consolidated international energy market.
Michiel Boersma, Chief Executive Officer of Essent N.V., said: “The positive advice issued by the Central Works Council is an important milestone for all stakeholders involved in the process of the future partnership RWE and it is an important step on the path towards a secure future for Essent, our employees, our customers and our shareholders.”
Leonard Birnbaum, Chief Strategy Officer of RWE AG, said of the agreement: “We are pleased with the support we have received from the Essent employees. It enables us to move ahead together and to strengthen our position as one of Europe's leading energy companies, it guarantee an increase in supply in North-West Europe and contributes to the availability of sustainable and affordable energy in the Netherlands.”
The final approval of the transaction is subject to a number of conditions, such as offering a minimum of 80% of the shares, successful division and restructuring and acquiring the necessary clearance in terms of competition. The competition clearance requests have now been submitted to the respective authorities.
About Essent
Essent is the largest energy company in the Netherlands and supplies electricity, gas and heat to domestic and business customers. Essent is active throughout the whole energy chain: from the production of energy to the supply to the end users. The corporation views the Netherlands as its home market, but has also built up a significant market position in Germany and, to an increasing degree, in Belgium. The environmental branch of the group processes waste into energy and residual currents. With the exception of the network and waste processing activities, for 2008, Essent has an estimated pro forma turnover and a pro forma normalised EBITDA of € 6,551 million and € 882 million respectively and approximately 7,800 employees. More information can be found at http://www.essent.eu
About RWE
RWE is one of the five largest energy companies in Europe. The group is not only active in the field of production and transport of electricity and gas, but also selling and trading in electricity and gas. Sixty-three thousand five hundred employees supply 20 million customers with electric and 10 million customers with gas. In 2007, the group achieved a turnover of € 42.55 billion. RWE is Germany's largest power producer and the second largest in the United Kingdom. An expansive portfolio of power plants and an investment programme for the modernisation and construction of new production capacity are the basis for future profit growth. Power generation from renewables plays a central role, with particular attention to wind, biomass and hydropower.
RWE is not an unknown name on the Dutch market: RWE has started to construct a coal-fired power station in the Eemshaven, which will burn 10% biomass; the expectation is that this will be completed in 2012. Essent has unparalleled experience in burning biomass and will complement the construction of the power station by RWE in the Eemshaven. In addition, RWE's distribution company and its Dutch counterpart TenneT TSO, recently established the first safety centre of its type in Europe, the purpose being to support the safety management of the German and Dutch high-voltage networks. Through its regional company RWE Nederland, today RWE already provides 353,000 households and more than 30,000 business customers with gas and electricity.
Additional information is available at www.rwe.com.