Filed by: Gaz de France
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.govand 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 deRéférencefiled 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
Merger update:
Proposed structure of the new group
30th October 2006
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 Autorité 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 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 Autorité des marchés financiers (“AMF”) made by Gaz de France and Suez, including those listed under “Facteurs de Risques” in the Document de Référence filed by Gaz de France on May 5, 2006 (under no: R.06-050) and in the Document de Référence 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.
The creation of a global leader in energy and environment
A portfolio of complementary businesses
Strong Franco-Belgian roots with international strongholds
Leading positions in all of its businesses
Unparalleled strengths that meet the needs of the sector
Gas/Electricity convergence
Diversified and efficient production mix
Flexibility in terms of gas supply
World leader in LNG
No 1 buyer and supplier of gas in Europe
No 5 producer and supplier of electricity in Europe
No 1 gas transportation and distribution network in Europe
European leader in energy services
Global leader in environmental services
A global leader in energy and environment capable of meeting the challenges of the 21st century
Key milestones already reached
In-depth preliminary dialogue with SUEZ and Gaz de France’s employees and employee representatives
Setting up of task forces by both the Gaz de France and SUEZ teams for the merger and operational integration of the two groups
Gaz de France privatisation law voted through by the French National Assembly and Senate on 3rd and 25th October 2006
The support of the Belgian government for the proposed merger and signature of the pax electrica II on 6th October 2006
Announcement of the commitments made to the European Commission on 13th October 2006
Next steps before completion of the merger
1st 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
2nd half of November 2006
.European Commission’s decision on proposed merger
2nd half of December 2006
.Shareholders’ meetings approving the merger
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
Principles of the proposed structure
An efficient and dynamic organisation that is entirely dedicated to the successful implementation of a shared ambitious industrial vision
Organised according to sector and geographic criteria which will enable the group to generate the announced synergies
Pooling of industrial assets and employee skills throughout all the business units of the new group
A quick and unifying integration process
Gérard Mestrallet, chairman and chief executive officer, will direct the new group jointly with Jean-François Cirelli, vice chairman and president
An organisation with a shared strategic vision
The operational structure of the new group
Chairman and chief executive officer – Gérard Mestrallet | Energy | |||
Vice chairman and president – Jean-François Cirelli |
Energy France 2 | Energy Europe & International 1 | Global Gas and LNG 2 | Infrastructure 2 | Environment 1 | Energy Services 1 | |||||
Henri | Jean-Pierre | Jean-Marie | Yves | Jean-Louis | Jérôme | |||||
Ducré | Hansen | Dauger | Colliou | Chaussade | Tolot |
6 business units to meet the industrial challenges of the new group
Notes
1 |
| Reporting to Gérard Mestrallet |
2 |
| Reporting to Jean-François Cirelli |
Energy France
Energy France
Business overview
Electricity production and energy supply in France:
- CNR, SHEM, DK6
Maintenance of individual gas heaters :
- Savelys
Manager
Henri Ducré
Ranking
11 million clients
N° 1 gas supplier in France
N° 2 electricity producer in France: 7 GW (excluding co-generation)
Energy Europe & International
Energy Europe & International
Electricity production and energy supply outside France
Organised into three divisions:
Business overview
Energy | Energy | Energy | ||
Benelux-Germany | Europe | International | ||
Jean-Pierre Hansen | Pierre Clavel | Dirk Beeuwsaert |
Manager
Jean-Pierre Hansen – Dirk Beeuwsaert (deputy)
Ranking
50 GW installed capacity
Leading Benelux electricity producer
2nd largest gas supplier in Belgium
Strongholds in Germany, Italy, Eastern Europe, Spain and Portugal
Significant presence outside of Europe: Brazil, USA, Middle East and Thailand…
Global Gas and LNG
Global Gas and LNG
Business overview
Exploration-production
Supply
LNG
Major gas clients in Europe
Manager
Jean-Marie Dauger
Ranking
No 1 buyer of gas in Europe
Global leader in LNG
Reserves of 750 Mbep
Infrastructure
Infrastructure
Business overview
Gas transportation networks (GRTgaz and stake in Fluxys)
Storage
Gas distribution network in France
LNG terminals in France and Belgium
Shareholding in Elia (Belgian electricity transport network)
Manager
Yves Colliou
Ranking
No 1 gas transportation network in Europe
No 1 gas distribution network in Europe
No 2 storage operator in Europe
No 1 regasification capacity in Europe
Environment
Environment
Business overview
Environmental services
- |
| Water (treatment, production, distribution, sanitation) |
- |
| Waste services (collection, sorting/treatment, disposal) |
- |
| Engineering (water treatment plants) |
Manager
Jean-Louis Chaussade
Ranking
Global leader in environmental services
- |
| 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 |
Energy Services
Energy Services
Business overview
Energy services in Europe organised around:
- |
| SUEZ Energy Services |
- |
| Cofathec, a Gaz de France subsidiary |
Manager
Jérôme Tolot
Ranking
European leader in energy services
Very strong market positions in France, Benelux, Italy and the UK
Good geographical fit in Europe
Operational structure
Chairman and chief executive officer – Gérard Mestrallet
Vice chairman and president – Jean-François Cirelli
Finance 1 & 2
Gérard Lamarche
Deputy: Stéphane Brimont
Audit & risk officer 1
Philippe Jeunet
Deputy: Henri Masson
Group general secretary 1
Yves de Gaulle
Financial communications
& sustainable development 1
Valérie Bernis
Communications 1
Raphaële Rabatel
International relations 1
Jean-Marie Dauger
Integration & synergies 2
Emmanuel Hedde
Deputy: Isabelle Kocher
Human resources 2
Philippe Saimpert
Deputy: Muriel Morin
Executive management 1 & 2
Emmanuel Van Innis
Deputy: Michel Montaigne
Strategy 2
Alain Chaigneau
Deputy: Didier Sire
R & D2
Marc Florette
Deputy: Xavier Votron
Notes
1 |
| Reporting to Gérard Mestrallet |
2 |
| Reporting to Jean-François Cirelli |
Management structure
A management committee with 6 members
Chairman and chief executive officer | Gérard Mestrallet | |
Vice chairman and president | Jean-François Cirelli | |
Executive vice presidents | Yves Colliou | |
Jean-Marie Dauger | ||
Jean-Pierre Hansen | ||
Gérard Lamarche | ||
An executive committee
The members of the management committee
The operational directors and the support function directors
A balanced management structure
Press conference
Merger update:
Proposed structure of the new group
30th October 2006