A2A, EDF, Delmi, Edison and Iren have reached an agreement in principle for the shareholding reorganisation of their stakes in Edison and Edipower, major companies in Italy.
EDF intends to acquire a 50% stake in TdE from Delmi, a holding company controlled by A2A. TdE (jointly owned by Delmi, 50% and EDF, 50%) holds a 61.3% interest in Edison. As a result of the acquisition, EDF would hold 80.7% of the share capital of Edison. The implied Edison share price of the acquisition of the 50% stake in TdE is €0.84. The acquisition is subject to confirmation by the Consob (Commissione Nazional per le Societa e la Borsa, the stock exchange regulatory entity) that the price of the mandatory public tender offer, resulting from the acquisition of 50% of TdE by EDF, does not exceed €0.84 per Edison share.
Delmi, in turn, intends to acquire from Edison and Alpiq a 70% stake in Edipower (of which 50% from Edison and 20% Alpiq). The 50% and 20% stakes in Edipower held by Edison and Alpiq would be acquired by Delmi for approximately €600m and €200m respectively. The total amount is equal to the price paid by EDF for the TdE shares plus €100m. As a result of the acquisition, Edipower would be wholly owned by Delmi (70%), A2A (20%) and Iren (10%).
The agreement is subject to the approval by the corporate bodies of A2A, EDF, Delmi, Edison and Iren which should occur no later than January 31st, 2012 and will be effective from the latest of these approvals. It will also be subject to final documentation, the review by workers councils and the appropriate regulatory and anti-trust approvals. The final contracts will need to be signed no later than February 15th, 2012.