Leading new Swiss energy company is born
Atel Holding Ltd and EOS S.A. will form a new company at the beginning of 2009. The associated consortium contracts have been signed since the autumn of 2005, and this is now followed by the merger of the two companies under the name of Alpiq Holding AG. The transaction contracts were signed by Atel, EOS and a consortium of minority shareholders of Atel and EDF on 18 December, 2008. With the merging of Atel and EOS, these three leading large shareholders in close cooperation with the management of Atel and EOS have achieved their goal: Creation of the leading Swiss energy services provider with a European orientation. EDF will bring into the new company either the energy purchase rights on the Emosson storage power station or strengthen its share in the new company through the subscription to new shares as part of a public rights issue. This decision will be taken at the latest by 15 January, 2009.
For the Atel CEO Giovanni Leonardi, Alpiq is "the new Swiss powerhouse for Europe". Since the company will be active in Switzerland and Europe with more than 10,000 employees. Together, Atel and EOS achieved a turnover in 2007 of more than CHF 16 billion and are responsible for one third of the electricity supply in Switzerland.
The shareholders EOS and the consortium of Atel's Swiss minority shareholders, these are Elektra Birseck in Münchenstein (EBM), Elektra Baselland Liestal (EBL), the Canton of Solothurn (KtSO), Aziende Industriali di Lugano (AIL), IBAarau (IBA) and Wasserwerke Zug (WWZ), will each hold around 31 percent of the shares in the new company and EDF 25 percent. The remaining shares in Alpiq Holding are held by the Italian company A2A, previously AEM Mailand, with around five percent, and several thousand small shareholders.
The Board of Directors The Board of Directors will be partially newly appointed at the Extraordinary General Meeting on 27 January, 2009. Nominated are Guillaume de Forceville, Financial consultant to the international department of EDF and Vice General Director of EDF International; Daniel Mouchet, Member of the Board of EOS Holding and Chairman of the Board of Services Industriels de Genève; Guy Mustaki, Vice Chairman of EOS Holding and Chairman of Romande Energie Holding S.A.; Jean-Yves Pidoux, Member of the Board of EOS Holding and a Municipal Councillor of the City of Lausanne as well as Claude Lässer, Privy Councillor of the Canton of Freiburg, Vice Chairman of Groupe E and future Member of the Board of EOS Holding. The CEO of EOS, Hans E. Schweickardt, is standing for election as Chairman of the Board.
The Executive Board An Executive Board consisting of nine people will be responsible for the operational management of the new company. These are Giovanni Leonardi (CEO), Michael Wider (new, deputy CEO, Energy Switzerland), Kurt Baumgartner (CFO), Reinhold Frank (Energy Central Europe), Peter Heydecker (new, Trading and Services), Herbert Niklaus (Energy Services), Benoît Revaz (new, Business Development), Heinz Saner (Management Services) and Antonio Taormina (Energy Western Europe).
The operational start of the renamed Holding is planned for 1 February, 2009. Alpiq Holding AG and the Functional Division Business Development will have their headquarters in Neuchâtel. The Executive Board, the Corporate Center with the Functional Divisions Financial Services and Management Services, as well as the decision centres for the Business Divisions Trading and Services, Energy Western Europe and Energy Central Europe are in Olten. The decision centre for the Business Division Energy Switzerland is in Lausanne and those of the Business Division Energy Services in Zurich and Heidelberg.
The Transaction In accordance with the transaction contracts, EOS Holding will bring its activities and assets into the new company and in exchange will receive shares in Atel Holding Ltd. This will simultaneously be renamed as Alpiq Holding AG. The basis for this transaction was the mutual valuation of Atel, EOS and EDF assets, which resulted in a value per Alpiq share of CHF 606.30. This value is decisive for the individual steps in the increase in capital. By bringing in its activities and assets, EOS Holding will increase its shareholding in the new company from 18.56 to around 31 percent and additionally receive an adjustment payment of approx. CHF 1.8 billion. The consortium of Swiss minority shareholders will also hold around 31 percent of the Alpiq Holding shares. EDF will bring into the new company either the energy purchase rights on the Emosson storage power station or strengthen its share in the new company through the subscription to new shares as part of a public rights issue. This decision will be taken at the latest by 15 January, 2009. The objective is to increase the participation of EDF to a share of 25 percent.
The new trademark As the basis for the shared further development, the merged company will be renamed Alpiq Holding AG. The operational units will then subsequently be renamed during the course of 2009 and 2010. The target is the renaming of virtually all of the more than 200 subsidiaries. Henceforth this will lead to a unified corporate identity, with the corresponding market presence and support for the positioning in the European market place.
Alpiq: The company with roots in Switzerland and commitment in Europe Alpiq will be active in both Switzerland and Europe with power generation, transmission, sales and trading and energy services. The company will be active with 26 sales companies in 29 European countries and employ a workforce of more than 10,000. In 2007, Atel and EOS achieved a combined turnover of approximately CHF 16 billion and an EBITDA, this is earnings before interest, taxes, depreciation and amortisation, of around CHF 1.8 billion. Alpiq will be the leading energy services provider in Switzerland and be responsible for around one third of Switzerland's electricity supply.
Reasons for the merging of Atel and EOS With the merging of Atel and EOS, the involved shareholders and the two companies have laid the foundation for the leading energy company in Switzerland. Based on the complementing portfolios of services, the new company will offer energy services throughout Europe.
The key pillars: Energy and Energy Services Segments The activities of Alpiq are concentrated in the two segments Energy and Energy Services. The Energy segment consists of generation, optimisation and trading, sales and marketing. Alpiq operates nuclear, hydroelectric, gas-fired and coal-fired power stations, as well as systems for the generation of new renewable energies such as small hydroelectric, wind and biomass plants throughout Europe. The total output of all power stations is 5,270 MW, their annual production lies around 20 TWh. Alpiq is the largest transmission grid owner in Switzerland and builds and operates 2,671 kilometres of extra-high voltage grid. Almost 60 percent of Alpiq's electricity generation is CO2-free, on the one hand nuclear power (31.7 percent) and on the other hydroelectric or renewable energy (27.5 percent). Alpiq is represented on all large European electricity exchanges and trading platforms. The company trades in electricity, gas, coal and oil products, with standardised and structured products and with emission certificates on all energy exchanges and in over-the-counter markets. Alpiq pursues the strategy of underpinning the trading and sales in every market and every country with its own generating capacities. Its power stations secure the electricity procurement.
In the Energy Services Segment, Alpiq offers system solutions for the complete process chain of generation, transmission, distribution and use of energy, as well as complete solutions in the field of telecommunications and traffic engineering. These are, for example, conventional and nuclear power station engineering, the construction of high voltage overhead line installations, systems for the chemical industry as well as technical installations for every aspect of electricity, refrigeration, air-conditioning, plumbing and automation. In the field of energy services, Alpiq is represented in ten European countries, the two most important markets being Switzerland and Germany.
Path to Alpiq / History In the context of its objective of reducing its industrial participations, in 2005 the Swiss bank UBS decided to sell its 55.6 percent participation in Motor-Columbus Ltd, today's Atel Holding Ltd. The participation was taken over by EOS Holding, EDF, a consortium of minority shareholders and Atel itself. At the same time this consortium laid down the corner stones for an industrial merging of the activities of Atel and EOS, upon which the seal is now being set.
In order to simplify the shareholder structures, Motor-Columbus offered the shareholders of Aare-Tessin Ltd for Electricity the chance to exchange their shares against those of Motor-Columbus Ltd. This meant that after acquiring complete control over Motor-Columbus Ltd, it was renamed Atel Holding in November 2007. In May 2008 the shares of the Aare-Tessin Ltd for Electricity were delisted on the SIX stock exchange.
Note for editorial staff:
Giovanni Leonardi and Hans E. Schweickardt will introduce the new company at a media conference in Neuchâtel at 11:45 hours on 19.12.2008. The media conference will be transmitted live over the Internet from 11:45 hours.
At the same time based on a separate invitation, an IR call takes place.
The new Web page www.alpiq.com will go live on 19.12.2008 at 11:45 hours.