Filed by Gas Natural SDG, S.A. pursuant to
Rule 425 of the Securities Act of 1933
Subject Company: Endesa, S.A.
Commission File No.: 333-07654
In connection with the offer by Gas Natural SDG, S.A. (Gas Natural) to acquire 100% of the share capital of Endesa, S.A. (Endesa), Gas Natural has filed with the United States Securities and Exchange Commission (SEC) a registration statement on Form F-4 (File No.: 333-132076), which includes a preliminary prospectus and related exchange offer materials to register the Gas Natural ordinary shares (including Gas Natural ordinary shares represented by Gas Natural American Depositary Shares (ADSs)) to be issued in exchange for Endesa ordinary shares held by holders located in the United States and for Endesa ADSs held by holders wherever located. At the appropriate time, Gas Natural will file a Statement on Schedule TO with the SEC. Holders of Endesa ADSs and U.S. holders of Endesa ordinary shares are urged to read the registration statement, the preliminary U.S. prospectus and the related exchange offer materials, the final U.S. prospectus and Statement on Schedule TO (when available), and any other relevant documents filed with the SEC, as well as any amendments and supplements to those documents, because they will contain important information. Investors and security holders may obtain free copies of the registration statement, the preliminary U.S. prospectus and related exchange offer materials, and the final prospectus and Statement on Schedule TO (when available), as well as other relevant documents filed with the SEC, at the SEC’s website at www.sec.gov and will receive information at the appropriate time on how to obtain transaction-related documents for free from Gas Natural or its duly designated agent.
This communication is not an offering document and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale or exchange of securities in any jurisdiction 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 solicitation of offers to buy Gas Natural ordinary shares (including Gas Natural ordinary shares represented by Gas Natural ADSs) in the United States will only be made pursuant to a prospectus and related offering materials that Gas Natural expects to send to holders of Endesa ADSs and U.S. holders of Endesa ordinary shares. The Gas Natural ordinary shares (including Gas Natural ordinary shares represented by Gas Natural ADSs) may not be sold, nor may offers to buy be accepted, in the United States prior to the time that the registration statement becomes effective. Investors in ordinary shares of Endesa should not subscribe for any Gas Natural ordinary shares to be issued in the offer to be made by Gas Natural in Spain except on the basis of the final approved and published offer document in Spain that will contain information equivalent to that of a prospectus pursuant to Directive 2003/71/EC and Regulation (EC) No. 809/2004.
These materials may contain forward-looking statements based on management’s current expectations or beliefs. These forward-looking statements may relate to, among other things:
| • | management strategies; |
| • | synergies and cost savings; |
| • | integration of the businesses; |
| • | market position; |
| • | expected gas and electricity mix and volume increases; |
| • | planned asset disposals and capital expenditures; |
| • | net debt levels and EBITDA and earnings per share growth; |
| • | dividend policy; and |
| • | timing and benefits of the offer and the combined company. |
These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forwarding-looking statements, including, but not limited to, changes in regulation, the natural gas and electricity industries and economic conditions; the ability to integrate the businesses; obtaining any applicable governmental approvals and complying with any conditions related thereto; costs relating to the offer and the integration; litigation; and the effects of competition.
Forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “projects,” “intends,” “should,” “seeks,” “estimates,” “future” or similar expressions.
These statements reflect our current expectations. In light of the many risks and uncertainties surrounding these industries and the offer, you should understand that we cannot assure you that the forward-looking statements contained in these materials will be realized. You are cautioned not to put undue reliance on any forward-looking information.
This communication is not for publication, release or distribution in or into or from Australia, Canada or Japan or any other jurisdiction where it would otherwise be prohibited.
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The following is a press release issued by Gas Natural SDG, S.A. relating to the offer by Gas Natural SDG for 100% of the share capital of Endesa.
Communications Management
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This is a translation of a Spanish language press release.
In case of discrepancies, the Spanish version will prevail.
GAS NATURAL EXPLAINS, AT THE “BOLSALIA,” THE BENEFITS OF THE OPA TO ENDESA’S SMALL SHAREHOLDERS
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| • | The company explained today its project in a conference before a group of shareholders within the framework of the “Bolsalia”, an exhibition hall dedicated to the small investor, which opened today in Madrid, and where GAS NATURAL has an information booth. |
GAS NATURAL explained the conditions of its offer (OPA) for 100% of Endesa at “Bolsalia,” a stock market exhibition hall, which opened its doors today at the Palacio Municipal de Congresos in Madrid. The Chief Financial Officer of the company,Carlos J. Álvarez, attended the opening of the conference, which was chaired by the Mayor of Madrid,Alberto Ruiz Gallardón.
The company will use its presence at “Bolsalia”, until next Saturday, to explain to small shareholders the details of the offer for Endesa, as well as the project established by GAS NATURAL for this transaction and the benefits it will bring to minority shareholders.
With this transaction, GAS NATURAL is offering Endesa shareholders to change to a solid business project, more profitable and with more added value than the two companies could offer separately, in addition to an attractive dividend policy, which will maintain the goal of a 52-55% pay-out in 2008.
Within the framework of the conference, GAS NATURAL’s deputy director of Investor Relations,Luis Calvo, participated today in the conference program planned for the first day. Under the title “Creation of a fully integrated global energy group leader”, Calvo described the details of the OPA.
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The presence of GAS NATURAL at the “Bolsalia” adds to the informative meetings which the Chief Executive Officer,Rafael Villaseca, has been holding, in recent months, with various small shareholder associations, to personally explain to them the details of the OPA.
Barcelona, March 2, 2006.