Filed by: SUEZ
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: SUEZ
Exchange Act File Number: 001-15232
Date: May 4, 2006
ImportantInformation
Thiscommunication does notconstitute an offer topurchase orexchange or thesolicitation of an offer to sell orexchange anysecurities of SUEZ or an offer to sell orexchange or thesolicitation of an offer to buy orexchange anysecurities of Gaz deFrance, nor shall there be any sale orexchange ofsecurities in anyjurisdiction(includingthe UnitedStates,Germany, Italy andJapan) in which such offer,solicitation or sale orexchange would beunlawful prior to theregistration orqualification under the laws of suchjurisdiction.Thedistribution of thiscommunication may, in somecountries, berestricted by law orregulation. Accordingly,persons who come intopossession of thisdocument should informthemselves of andobserve theserestrictions. To the fullest extentpermitted byapplicable law, Gaz deFrance and SUEZdisclaim anyresponsibilityor liability for theviolation of suchrestrictions by anyperson.
The Gaz deFranceordinary shares to be issued inconnection with theproposedbusinesscombination toholders of SUEZordinary shares(including SUEZordinary sharesrepresented by SUEZAmericanDepositaryShares) may not beoffered or sold in the United States exceptpursuant to aneffectiveregistrationstatement under the United StatesSecurities Act of 1933, asamended,orpursuant to a validexemption fromregistration.
In connection with the proposedbusinesscombination, the requiredinformationdocument will be filed with the Autorité des marchésfinanciers(“AMF”) and, to the extent Gaz de France is required or otherwisedecides to register the Gaz de Franceordinary shares to be issued in connection with the businesscombination in the United States, Gaz de France may file with the United States Securities and ExchangeCommission(“SEC”), a registrationstate ment on Form F-4, which will include a prospectus. Investors are stronglyadvised to read the informationdocument filed with the AMF, the registrationstatement and the prospectus, if and when available, and any other relevantdocuments filed with the SEC and/or the AMF, as well as any amendments and s upplements to those documents,because they will containimportantinformation. If and when filed, investors may obtain free copies of the registrationstatement, the prospectus as well as other relevantdocuments filed with the SEC, at the SEC’s website at www.sec.gov and will receiveinformation at an appropriate time on how to obtain these transaction -relateddocuments for free from Gaz de France or its duly designated agent. Investors and holders of SUEZ securities may obtain free copies of documents filed with the AMF at the AMF’s website at www.amf-france. org or directly from Gaz de France on its website at: www.gazdefrance. com or directly from SUEZ on its website at: www.suez.com, as the case may be.
Forward-LookingStatements
Thiscommunicationcontainsforward-lookinginformation andstatements about Gaz deFrance, SUEZ and theircombinedbusinesses aftercompletion of theproposed businesscombination. Forward-lookingstatements arestatements that are nothistorical facts. Thesestatementsincludefinancialprojections,synergies, costsavings andestimates and theirunderlyingassumptions,statementsregardingplans,objectives,savings,expectations andbenefits from thetransaction andexpectations withrespect to futureoperations,products andservices, andstatementsregarding futureperformance. Forward-lookingstatements aregenerallyidentified by the words“expect,” “anticipates,” “believes,” “intends,” “estimates”and similarexpressions. Although themanagements of Gaz deFrance and SUEZbelieve that theexpectationsreflected in suchforward-lookingstatements arereasonable,investors andholders of Gaz deFrance and SUEZordinary shares arecautioned thatforward-lookinginformation andstatements are notguarantees of futureperformances and aresubject tovarious risks anduncertainties, many of which aredifficult to predict andgenerallybeyond the control of Gaz deFrance and SUEZ, that could cause actual resultsdevelopments,synergies,savings andbenefits from thetransaction to differmaterially from thoseexpressed in, orimplied orprojected by, theforward-lookinginformation andstatements. These risks anduncertaintiesinclude thosediscussed oridentified in the public filings with theAutoritédesmarchésfinanciers(“AMF”) made by Gaz deFrance and SUEZ,including those listed under“Facteurs deRisques”in theDocument de Base filed by Gaz deFrance on April 1, 2005 (under no: I.05-037) and in theDocument deRéférencefiled by SUEZ on April 11, 2006 (under no: D.06-0248), as well asdocumentsfiled by SUEZ with the SEC,including those listed under “RiskFactors”in theAnnual Report on Form 20-F for 2004 that SUEZ filed with the SEC on June 29, 2005.Exceptasrequired byapplicable law,neither Gaz deFrance nor SUEZundertakes anyobligation toupdate anyforward-lookinginformation orstatements.
ON MAY 4, 2006, THE FOLLOWING PRESENTATION WAS MADE AVAILABLE ON SUEZ’S WEBSITE IN CONNECTION WITH AN INFORMATIONAL CONFERENCE CALL HELD IN PARIS, FRANCE
A value creating transaction
May 2006
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Disclaimer
Important Information
This communication does not constitute an offer to purchase or exchange or the
solicitation of an offer to sell or exchange any securities of SUEZ or an offer
to sell or exchange or the solicitation of an offer to buy or exchange any
securities of Gaz de France, nor shall there be any sale or exchange of
securities in any jurisdiction (including the United States, Germany, Italy and
Japan) in which such offer, solicitation or sale or exchange would be unlawful
prior to the registration or qualification under the laws of such jurisdiction.
The distribution of this communication may, in some countries, be restricted by
law or regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions. To the
fullest extent permitted by applicable law, Gaz de France and SUEZ disclaim any
responsibility or liability for the violation of such restrictions by any
person.
The Gaz de France ordinary shares to be issued in connection with the proposed
business combination to holders of SUEZ ordinary shares (including SUEZ
ordinary shares represented by SUEZ American Depositary Shares) may not be
offered or sold in the United States except pursuant to an effective
registration statement under the United States Securities Act of 1933, as
amended, or pursuant to a valid exemption from registration.
In connection with the proposed business combination, the required information
document will be filed with the Autorite des marches financiers ("AMF") and, to
the extent Gaz de France is required or otherwise decides to register the Gaz
de France ordinary shares to be issued in connection with the business
combination in the United States, Gaz de France may file with the United States
Securities and Exchange Commission ("SEC"), a registration statement on Form
F-4, which will include a prospectus. Investors are strongly advised to read
the information document filed with the AMF, the registration statement and the
prospectus, if and when available, and any other relevant documents filed with
the SEC and/or the AMF, as well as any amendments and supplements to those
documents, because they will contain important information. If and when filed,
investors may obtain free copies of the registration statement, the prospectus
as well as other relevant documents filed with the SEC, at the SEC's website at
www.sec.gov and will receive information at an appropriate time on how to
obtain these transaction-related documents for free from Gaz de France or its
duly designated agent. Investors and holders of SUEZ securities may obtain free
copies of documents filed with the AMF at the AMF's website at
www.amf-france.org or directly from Gaz de France on its website at:
www.gazdefrance.com or directly from SUEZ on its website at: www.suez.com, as
the case may be.
Forward-Looking Statements
This communication contains forward-looking information and statements about
Gaz de France, SUEZ and their combined businesses after completion of the
proposed business combination. Forward-looking statements are statements that
are not historical facts. These statements include financial projections,
synergies, cost savings and estimates and their underlying assumptions,
statements regarding plans, objectives, savings, expectations and benefits from
the transaction and expectations with respect to future operations, products
and services, and statements regarding future performance. Forward-looking
statements are generally identified by the words "expect," "anticipates,"
"believes," "intends," "estimates" and similar expressions. Although the
managements of Gaz de France and SUEZ believe that the expectations reflected
in such forward-looking statements are reasonable, investors and holders of Gaz
de France and SUEZ ordinary shares are cautioned that forward-looking
information and statements are not guarantees of future performances and are
subject to various risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Gaz de France and SUEZ, that could
cause actual results developments, synergies, savings and benefits from the
transaction to differ materially from those expressed in, or implied or
projected by, the forward-looking information and statements. These risks and
uncertainties include those discussed or identified in the public filings with
the Autorite des marches financiers ("AMF") made by Gaz de France and SUEZ,
including those listed under "Facteurs de Risques" in the Document de Base
filed by Gaz de France on April 1, 2005 (under no: I.05-037) and in the
Document de Reference filed by SUEZ on April 11, 2006 (under no: D.06-0248), as
well as documents filed by SUEZ with the SEC, including those listed under
"Risk Factors" in the Annual Report on Form 20-F for 2004 that SUEZ filed with
the SEC on June 29, 2005. Except as required by applicable law, neither Gaz de
France nor SUEZ undertakes any obligation to update any forward-looking
information or statements.
This release is also available on the Internet: http://www.suez.com -
http://www.gazdefrance.com
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Table of Contents
1. An industrial project to create value
2. Synergies resulting from scale
3. Synergies arising from complementarity
4. Capital expenditure synergies, tax and financial optimization
5. Update on the merger process
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1. An industrial project to create value
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A New Group Ready to Address Strategic Challenges
of the Energy and Environment Sectors
Strategic Challenges Group Positioning
o Secure energy sourcing o No. 1 gas supplier in Europe
o Gas o LNG world leader
o Electricity o No. 5 power generation company in Europe
o Gas / electricity convergence o Diversified production mix with low CO2 emission portfolio
o No. 1 operator of CCGT plants
o 15 million gas customers and 6 million electricity customers
o Promote energy efficiency and associated services o Leading energy services provider in Europe
o Supporter of sustainable development
o Develop transmission, storage and distribution o No. 1 transmission and distribution networks in Europe
infrastructure o 26 Gm3 in LNG terminal capacity
o 10.2 Gm3 in storage capacity
o Address growing environmental needs (water, waste) o Global leader in water and waste services
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An Industrial Project Allowing Significant Synergies
Pre-tax annual impact
Short term Medium Term
Scale effects 2007 - 2009 2010 - 2012
- -------------
Gas sourcing Gas sourcing savings and optimization (pound)250m---->
Other procurement Joint procurement cost savings (other than energy) (pound)120m---->
Operating costs Short-term operating cost reductions (pound)50m----->
Further reduction in operating costs (pound)250m-->
Complementary
- -------------
Operating costs Costs savings related to the development of multi-energy (pound)80m----->
offerings
Revenue synergies Further growth in gas and electricity markets* (pound)350m-->
Further growth in LNG and upstream
- -----------------------------------------------------------------------------------------------------------------------
* Additional growth on French electricity markets and energy markets outside France and Belgium.
TOTAL (pound)500m---->
(pound)1,100m
in the medium term (pound)600m-->
Capital expenditure, financial and tax optimization
- ---------------------------------------------------
Capital expenditure Optimization of capital expenditure programs
Combination of economies of scale and complementarity benefits
Financial and tax optimization Improvement of the group's risk profile
Capital structure optimization
Utilization of Suez tax losses carried forward in France
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Summary of Synergies Available in the Short and Medium Terms
Summary of pre-tax synergies available on an annual basis (in (pound)m)
Note: Excluding implementation costs, capital expenditure synergies and tax and financial optimization
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2. Synergies resulting from scale
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Synergies Relating to Gas Sourcing
(1) In 2005 except Centrica, in 2004;
(2) Including Suez Energy Europe and Suez Energy International ; (3) Cumulative
European purchasing, i.e. Suez and Gaz de France, (4) Including Nigeria,
Germany, Libya and spot purchases
o Leader of the European gas industry
o Enhanced sourcing capabilities and increased arbitrage opportunities
o Diversified sourcing both geographically and by type
o Strengthened positioning relative to main gas suppliers
Gas Sales(1)
(Gm3)
103.4 91.2 84.0 80.4 68.1 38.4 35.0 29.8
120
100
80
60
40
20
0
S+G Eni E.on Gasunie Gaz de France Gas Natural Suez(2) Centrica
Combined gas supplies (3)
A broad and diversified sourcing portfolio
Other (4) 17%
Egypt 3%
United Kingdom 3%
Russia 15%
Algeria 16%
Netherlands 20%
Norway 26%
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Synergies Relating to Gas Sourcing
Reduction in sourcing costs and enhanced optimizations
Reduction of sourcing costs
o Enhanced buying position with suppliers and diversification of supply sources
o Optimization of price and risk profile
Further optimization of sourcing portfolio
o Establishment of an extended asset base (long term contracts, LNG, gas-fired
power plants,)
o Gas swap: location and time swaps, LNG vs. natural gas
o Gas / power arbitrage
Enhanced LNG arbitrage
o Asset optimization (terminals, long term contracts, LNG ships, liquefaction,
exploration & production)
o Market arbitrage (particularly across the Atlantic basin)
250m pre-tax annual synergies available in the short term
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Procurement Savings (other than energy)
Procurement savings (other than energy)
o Joint procurement management and operational integration
o Enhanced bargaining power
o Use of master contracts
o Selection of best practices
o Establishment of a common platform
o Bargaining power bolstered due to volume effects
o Reduction in structural costs and administrative savings
o Optimization of real estate
o Pooling of information technology systems
o Financial services
o Communication budgets
120m pre-tax annual synergies available in the short term
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Operational Cost Reductions
Short term operational cost reductions
o In the services business, geographical overlap
o Network optimization
o Development of geographical coverage
o Optimization of trading costs
Further operational cost savings in the medium term
o Furthering of procurement optimization program
o Optimization of means and structures
o Pooling of information technology systems
o Creation of joint-platforms for support services
o Stream-lining of overhead costs
50m pre-tax annual synergies available in the short term
250m further pre-tax annual synergies available in the medium term
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3. Synergies arising from complementarity
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A Positioning Across the Value Chain
Based on gas-electricity convergence
Infrastructure Activities
LNG Terminals / LNG Ships
International Transmission
Transmission / Storage
Distribution
Competitive Businesses
Exploration Production
LNG
Electricity Production
- - CCGT
- - Nuclear
- - Hydro
- - Renewable Energies
Trading
Gas and Electricity
Sales
- - Industrial and Services
- - Residential
Energy Services
Gas Sourcing
- - Long Term Contract Portfolio
- - Short Term Purchases
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Commercial Complementarity
A portfolio of complementary brands and customer bases
Number of Customers-Electricity(1)
Number of Customers - Gas(1)
(1) 2005 Data except for Italgas, 2004
Recognized Brands
o) A determined commercial strategy to address customer needs
o) Reinforced commercial position in multi-utility offering and services
o) A group geared to full market opening in 2007
o) Leveraged experience acquired in the open commercial market
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Business Complementarity
Unique positioning for the development of multi-energy offerings in France
Suez / Gaz de France: unparalleled advantages
Suez
Installed capacity:
o) Nuclear: 1.1 GW (Tricastin, Chooz B)
o) Hydro: 3.7 GW (CNR, Shem)
o) CHP: 1.7 GW
Electricity sales: 25 TWh
Significant environment and services businesses
Gaz de France
Gas customers: 11 m
Installed capacity:
o) CCGT : 0.8 GW (DK6)
o) CHP: 0.6 GW
Electricity sales: 5.6 TWh
Sales network and strong brand
Significant services business
France: a growing and transforming market
Full market opening: July 1, 2007
Expected demand growth:
+7 TWh average per year
New power generation capacity: +1.2 GW in the short term
Fos (2 projects)
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Business Complementarity
Operational synergies in the development of multi-energy offerings
Development of multi-energy offerings
o) Savings in supply cost per client
o Mainly in the French market but costs savings also to be achieved
in other European markets
o) Power generation synergies
o Integration of balance perimeters
o) Energy supply synergies
o Reduction in Gaz de France's cost to supply
o Reduction in Suez's cost to serve
o Reduction in new client acquisition costs for both parties
(pound)80m pre-tax annual synergies available in the short term
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Geographic Complementarity
Complementary positions in Europe
Belgium
Gaz de France:
o Gas sales: 21.8TWh
o ALG 180,000 gas customers in 2007(1)
o SEGEO (25%, 160km grid)
Suez:
o #1 power producer 13.2 GW
o Electricity sales: 75.2 TWh
Fluxys:
o 3,800 km grid
Distrigaz:
o 172 TWh of gas sold
Germany
Gaz de France:
o Reserves: 123.7 mboe
o GASAG (31,6%): 783,000 gas customers
o MEGAL (44%): 1,075 km network
o Gas sales: 14.8 TWh of which 8 TWh through Gasag
Suez:
o Capacity: 296 MW
o Electricity sales: 7.7 TWh
Spain and Portugal
Gaz de France:
Spain
o AES - installed capacity: 1.2 GW
o Sales: 5.2 TWh
Portugal
o Portgas (12.5%): 145,000 customers
Suez:
o Electricity sales: 40 GWh
o Castelnou (760 MW)
o Hydro et wind power in Portugal (164 MW)
France
Gaz de France:
o Transmission grid (31,589 km) and distribution network (180,700 km)
o Sales: 465TWh of gas, 5.6TWh of electricity
o 2 LNG terminals and another one under construction (Fos Cavaou)
o 15 gas storage sites
o Installed capacity: 0.8 GW CCGT and 0.6 GW CHP
o 11m gas customers and 56,000 electricity customers
Suez:
o Installed capacity: 6.5 GW (CNR, SHEM, Tricastin, Chooz B, Elyo),
o Electricity sales: 25 TWh
Netherlands
Gaz de France:
o Gas sales: 20.2 TWh
o Reserves : 111.4 mboe
Suez:
o Installed capacity: 4.7 GW
o Electricity sales: 22.3 TWh
United Kingdom
Gaz de France:
o Gas sales: 34.6 TWh
o Electricity sales: 14.4 TWh
o Installed capacity: 215 MW through Shotton Power
o Reserves: 72.2mboe
Eastern Europe
Gaz de France:
Hungary
o Egaz and Degaz: 22,700 km network, 764,000 gas customers, gas sales:
22.5 TWh
Poland
o ECW (22%): 330 MW capacity
Romania
o 14,261 km network, c. 1m gas customers, gas sales: 44 TWh
Slovakia
o SPP (24.9%): 32,800km network, 1.4m gas customers, gas sales: 70 TWh
Suez:
Hungary
o Dunamenti 1.7 GW
o Electricity sales 3.7 TWh
Poland
o Capacity: 1.7 GW,
o Electricity sales: 8.1 TWh
Italy
Gaz de France:
o Gas sales: 16.9 TWh
o Italcogim (40%): 570,000 gas customers, gas sales: 8,6 TWh, 7,826 km
network (1)
o Arcalgas Progetti (44%): 3,790 km network
o Alcargas Energie (43%): 207,000 gas customers, gas sales: 5.2 TWh (1)
o #2 in the services business
Suez:
o Capacity: 2.2 GW
o Electricity sales: 13.7 TWh
o Strategic partnership with Acea SpA
Domestic market
Note: 2005 data - Sources annual reports, web sites
o Not accounted for in Gaz de France customers
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Geographic Complementarity
Revenue synergies arising from multi-energy offerings in France and in Europe
Growth potential in the French electricity market
o) A sound asset base
o Sizeable and diversified generation capacities
o Large commercial network and strong brand name
o) Sustained growth prospects in the context of the forthcoming market
opening in July 2007
o) An optimal positioning to capture value
o Implementation of new power generation projects
o Commercial development in all market segments
Additional growth potential in the European gas and electricity markets
o) Market opening and strong demand growth
o) Strong geographical complementarity of the two groups
o) Development potential for additional green-field projects
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LNG and Upstream Complementarity
A global platform
Rabaska (Quebec)
o Regasification unit project in partnership between Gaz de France and
Enbridge Ltd.
Neptune LNG
o Offshore LNG regasification project
Neptune LNG
Everett
o 5.5mton LNG per year
o 165,000 m3 LNG storage capacity
Bahamas
o Regasification unit project
Atlantic LNG
o Suez has a 10% stake in the liquefaction plant (3.1mton LNG per year)
Trinidad and Tobago
Isle of Grain (UK)
o LNG import terminal owned by National Grid
o Gaz de France has booked 6.5mtpa capacity from 2008
Montoir de Bretagne
o 8.3mton LNG per year
o 360,000 m3 LNG storage capacity
Fos Tonkin
o 150,000 m3 LNG storage capacity
Fos Cavaou
o 70% GdF; 30% Total
o Under construction
Nigeria
o Partnership between Suez and Brass LNG
for 2mton LNG expected from 2010
Yemen
o Import contract with Suez Global LNG
Snovit
(liquefaction plant under construction)
Zeebrugge
o Fluxys (57.3% Suez)
o Import capacity: 4,5mton LNG per year (expansion to 9mton expected)
o LNG storage capacity of 260,000 m3
Idku (Egypt)
o Gaz de France has a 5% stake in the liquefaction plant
Qatar
o Ras Gas: Contract with Distrigaz (57.2% Suez) to import LNG from Qatar
Petronet LNG (India)
o Gaz de France has a 10% stake in Petronet LNG which has built the first
LNG regasification plant in India
Regasification plant (Gaz de France / Suez resp.)
Liquefaction plant
LNG contracts and flows, imports
LNG contracts, exports
Exploration and production related to LNG
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LNG and Exploration & Production Complementarity
Potential for additional growth
Additional growth in LNG and upstream markets
o) Access to significantly higher LNG and production resources
o #1 LNG purchaser in Europe
o Ability to offer off-take capacity on the various European
markets
o Ability to offer off-take capacity on 2 to 3 regional markets in
North America
o) Ability to acquire strong positions in E&P and integrated positions:
upstream, liquefaction, shipping, re-gasification, gas supply
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Summary: Potential for Additional Growth
Gas, electricity and LNG revenue synergies
Additional growth potential on the gas and electricity markets
Additional growth potential in LNG and Upstream
In France
In Europe
o Access to end customers for electricity sales
o Competitive dual offering supported by own power generation resources
o Geographical complementarity
o Growth acceleration
o Access to new resources
o Acquisition of integrated positions in upstream and the LNG value chain
Additional investments of c. (euro)1.5bn:
o Power generation facilities
o New upstream and LNG projects
(euro)350m pre-tax annual synergies available in the medium term (margin)
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Limited Implementation Costs
o Synergies will primarily result from:
o Strong complementarity between the two groups
o External spending optimization
o New development opportunities
o Consequently, the (non-recurring) implementation costs will be limited:
o (euro)150m for short term synergies
o (euro)150m for medium term synergies
o Implementation costs mainly relate to operational synergies and include in
particular:
o Integration costs
o Restructuring costs
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4. Capital expenditure synergies, tax and financial optimization
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Capital Expenditure Synergies
Optimization of capital expenditure programs
o Optimization of the two group's capital expenditure plans (excluding
maintenance)
o Avoid duplicating entry costs into certain markets (through either
organic or external growth)
o Optimize development capital expenditure (e.g. power generation in France)
o Rationalize certain investments (e.g. coordinating of infrastructure
expansion)
o Optimization of the resulting financial resources
(euro)100m annual cash flow impact
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Financial and Tax Optimization
Financial optimization
Tax optimization
Reduction in risk profile
o More diversified asset portfolio (business and geographic mix)
o Balanced mix of regulated businesses (1/3 of the new group activity) and
competitive activities with strong growth prospects
o Balanced geographic presence
o Balanced business mix between gas, electricity, services and environment
o Improved security of gas supply and balance between upstream and downstream
activities
Improved stock market positioning
o Increased weight in stock market indexes
o Stronger liquidity
o Improved visibility for analysts and investors
Optimization in capital structure
o A dynamic dividend policy offering an attractive yield
o Potential for additional shareholder return and buy-backs
o (euro)3.1bn stock of tax losses carried forward and tax deficits related to
the termination of the Suez tax group
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5. Update on the merger process
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Key merger / integration workshops
Project coordination
Operational tasks
New group organization
Industrial strategy
Business integration
Human resources
Customers & partners relationship management
Synergy analysis and implementation
Legal tasks
Privatization law
Antitrust process
Merger agreement
Other legal workshops (due diligence, authorizations)
Accounting and financial tasks
Accounting / Internal audit
Tax
Financial planning
Financial strategy
Communication tasks
Internal communication
External communication
Financial communication
Key steps
Completed steps
o Presentation of the project to executives and employees of both groups
o Initial consultation of workers councils
o Pre-submission to the European Commission
o Constitution of "project teams" and launch of preparatory tasks
Next steps
o May 2006 : Submission of proposed merger to the European Commission
and other relevant authorities
o End of September 2006 : Suez and Gaz de France board meetings authorizing
the merger o Mid-October 2006 : Submission of the draft merger agreement to
the AMF (French market authority)
o Mid-November 2006 : Registration of
the merger documents by the AMF
o Mid-December 2006 : Extraordinary General Meeting of Suez and Gaz de France to
vote the merger
o A merger process on track
o Merger progress on schedule
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Gaz de France SUEZ
May 2006
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