Filed by: Suez
pursuant to Rule 165 and Rule 425(a)
under the Securities Act of 1933, as amended
Subject Company: SUEZ
Exchange Act File Number: 001-15232
Date: October 31, 2006
The following slides were presented by Suez and Gaz de France at a joint press conference on October 30, 2006.
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 theAutorité des marchés 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 web site atwww.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 atwww.amf-france.org or directly from Gaz de France on its web site 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 theAutorité des marchés financiers(“AMF”) made by Gaz de France and Suez, including those listed under “Facteurs de Risques” in theDocument de Référencefiled by Gaz de France with the AMF on May 5, 2006 (under no: R.06-050) and in theDocument de Référenceand its update 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 2006 that Suez filed with the SEC on June 26, 2006. Except as required by applicable law, neither Gaz de France nor Suez undertakes any obligation to update any forward-looking information or statements.
* * * *
Press conference
Gaz de France SUEZ
Merger update:
Proposed structure of the new group
30th October 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 web site
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 web site 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 and estimates and their underlying
assumptions, statements regarding plans, objectives 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 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 and
developments 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 Reference
filed by Gaz de France on May 5, 2006 (under no: R.06-050) and in the Document
de Reference filed by Suez on April 11, 2006 (under no: D.06-0248), as well as
under "Risk Factors" in the Annual Report on Form 20-F for 2005 that Suez filed
with the SEC on June 26, 2006. Except as required by applicable law, neither
Gaz de France nor Suez undertakes any obligation to update any forward -looking
information or statements.
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The creation of a global leader in energy and environment
o A portfolio of complementary businesses o World leader in LNG
o Strong Franco-Belgian roots o No 1 buyer and supplier of
with international strongholds gas in Europe
o Leading positions in all of its businesses o No 5 poducer and supplier of
electricity in Europe
o Unparalleled strengths
that meet the needs of the sector o No 1 gas transportation
and distribution network
o Gas/Electricity convergence in Europe
o Diversified and efficient production mix o European leader in energy
services
o Flexibility in terms of gas supply
o Global leader in environmental
services
A global leader in energy and environment capable of meeting the challenges of
the 21st century
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Key milestones already reached
o In-depth preliminary dialogue with SUEZ and Gaz de France's employees and
employee representatives
o Setting up of task forces by both the Gaz de France and SUEZ teams for the
merger and operational integration of the two groups
o Gaz de France privatisation law voted through by the French National
Assembly and Senate on 3(rd) and 25(th) October 2006
o The support of the Belgian government for the proposed merger and signature
of the pax electrica II on 6(th) October 2006
o Announcement of the commitments made to the European Commission on 13(th)
October 2006
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Next steps before completion of the merger
o 1(st) half of November 2006
. Consultation with the employee representatives of the two groups
. Merger agreement submitted to SUEZ and Gaz de France's respective
board of directors
. Calling of the two groups' shareholders' meetings
. Announcement of the terms and conditions of the merger that will be
submitted to the two groups' shareholders' meetings
o 2(nd) half of November 2006
. European Commission's decision on proposed merger
o 2n(d) half of December 2006
. Shareholders' meetings approving the merger
o As from January 2007
. Operational integration of SUEZ and Gaz de France
With the merger timetable on track,
the new group will be operational as of 2007
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Principles of the proposed structure
o An efficient and dynamic organisation that is entirely dedicated to the
successful implementation of a shared ambitious industrial vision
o Organised according to sector and geographic criteria which will enable the
group to generate the announced synergies
o Pooling of industrial assets and employee skills throughout all the
business units of the new group
o A quick and unifying integration process
o Gerard Mestrallet, chairman and chief executive officer, will direct the
new group jointly with Jean-Francois Cirelli, vice chairman and president
An organisation with a shared strategic vision
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The operational structure of the new group
Chairman and chief executive officer -- Gerard Mestrallet
Vice chairman and president -- Jean-Francois Cirelli
Energy
Policy
Committee
Energy Energy Europe Global Infrastructure (2) Environment (1) Energy
France (2) & Gas and LNG (2) Services (1)
International (1)
Henri Jean-Pierre Jean-Marie Yves Jean-Louis Jerome
Ducre Hansen Dauger Colliou Chaussade Tolot
6 business units to meet the industrial
challenges of the new group
Notes
1 Reporting to Gerard Mestrallet
2 Reporting to Jean-Francois Cirelli
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Energy France
Energy
France
o Electricity production and energy supply in France:
- CNR, SHEM, DK6
Business o Maintenance of individual gas heaters :
overview - Savelys
Manager o Henri Ducre
o 11 million clients
Ranking o N(degree) 1 gas supplier in France
o N(degree) 2 electricity producer in France: 7 GW (excluding co-generation)
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Energy Europe & International
Energy Europe
&
International
o Electricity production and energy supply outside France
o Organised into three divisions:
Business
overview Energy Energy Energy
Benelux-Germany Europe International
Jean-Pierre Hansen Pierre Clavel Dirk Beeuwsaert
Manager o Jean-Pierre Hansen -- Dirk Beeuwsaert (deputy)
o 50 GW installed capacity
o Leading Benelux electricity producer
Ranking o 2(nd) largest gas supplier in Belgium
o Strongholds in Germany, Italy, Eastern Europe, Spain and Portugal
o Significant presence outside of Europe: Brazil, USA, Middle East and
Thailand&
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Global Gas and LNG
Global
Gas and LNG
o Exploration-production
Business o Supply
overview o LNG
o Major gas clients in Europe
Manager o Jean-Marie Dauger
o N(o) 1 buyer of gas in Europe
Ranking o Global leader in LNG
o Reserves of 750 Mbep
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Infrastructure
Infrastructure
o Gas transportation networks (GRTgaz and stake in Fluxys)
o Storage
Business o Gas distribution network in France
overview o LNG terminals in France and Belgium
o Shareholding in Elia (Belgian electricity transport network)
Manager o Yves Colliou
o N(o) 1 gas transportation network in Europe
Ranking o N(o) 1 gas distribution network in Europe
o N(o) 2 storage operator in Europe
o N(o) 1 regasification capacity in Europe
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Environment
Environment
o Environmental services
Business - Water (treatment, production, distribution, sanitation)
overview - Waste services (collection, sorting/treatment, disposal)
- Engineering (water treatment plants)
Manager o Jean-Louis Chaussade
o Global leader in environmental services
Ranking - 80 million people provided with drinking water
- 50 million people connected to sanitation services
- 65 million people provided with waste services
- 10,000 water treatment plants built in 70 countries
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Energy Services
Energy
Services
Business o Energy services in Europe organised around:
overview - SUEZ Energy Services
- Cofathec, a Gaz de France subsidiary
Manager o Jerome Tolot
o European leader in energy services
Ranking o Very strong market positions in France, Benelux, Italy and the UK
o Good geographical fit in Europe
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Operational structure
Chairman and chief executive officer -- Gerard Mestrallet
Vice chairman and president -- Jean-Francois Cirelli
Finance (1) & (2)
Gerard Lamarche
Audit & risk officer (1) Deputy: Stephane Brimont
Philippe Jeunet Integration & synergies (2)
Deputy: Henri Masson Emmanuel Hedde
Group general secretary (1) Deputy: Isabelle Kocher
Yves de Gaulle Human resources (2)
Financial communications 1 Philippe Saimpert
& sustainable development Deputy: Muriel Morin
Montaigne Executive management (1) & (2)
Valerie Bernis Emmanuel Van Innis
Communications (1) Deputy: Michel
Raphaele Rabatel Strategy (2)
International relations (1) Alain Chaigneau
Jean-Marie Dauger Deputy: Didier Sire
R & D(2)
Marc Florette
Deputy: Xavier Votron
Notes
1 Reporting to Gerard Mestrallet
2 Reporting to Jean-Francois Cirelli
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Management structure
A management committee with 6 members
Chairman and chief executive officer Gerard Mestrallet
Vice chairman and president Jean-Francois Cirelli
Executive vice presidents Yves Colliou
Jean-Marie Dauger
Jean-Pierre Hansen
Gerard Lamarche
An executive committee
The members of the management committee
The operational directors and the support function directors
A balanced management structure
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Press conference
Gaz de France SUEZ
Merger update:
Proposed structure of the new group
30th October 2006
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