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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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ENDESA, S.A.
(Name of Subject Company)
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ENDESA, S.A.
(Name of Person(s) Filing Statement)
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Ordinary shares, nominal value (euro)1.20 each
American Depositary Shares, each representing the right to
receive one ordinary share
(Title of Class of Securities)
00029274F1
(CUSIP Number of Class of Securities)
Alvaro Perez de Lema
Authorized Representative of Endesa, S.A.
410 Park Avenue, Suite 410
New York, NY 10022
(212) 750-7200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
Michael J. Willisch
Davis Polk & Wardwell
Marques de la Ensenada, 2
28004 Madrid, Spain
(34) 91 702 2680
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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(SP) 07501/053/SEC/sched.14d9.initial.comm.9.6.doc
The following press release was issued by Endesa, S.A. (the "Company" or
"Endesa") on September 6th, 2005. Endesa shareholders are urged to read Endesa's
Solicitation/Recommendation Statement on Schedule 14D-9 when it is filed by the
Company with the U.S. Securities and Exchange Commission (the "SEC"), as it will
contain important information. The Solicitation/Recommendation Statement and
other public filings made from time to time by the Company with the SEC are
available without charge from the SEC's website at www.sec.gov and at the
Company's principal executive offices in Madrid, Spain.
* * *
RELEVANT FACT
Endesa's (NYSE:ELE) Board of Directors, in a meeting held today, has analysed
the terms of the tender offered by Gas Natural. According to the available
information, the Board has considered convenient, for the benefit of the general
interest, its shareholders and its employees, and the market, unanimously
express a preliminary evaluation of the transaction in the following terms:
1. The transaction proposed by Gas Natural has been presented in a
hostile way without any previous knowledge by Endesa.
2. The layout and the structure of the offer introduce elements of
uncertainty rendering it impossible to determine with detail enough
the real value of offered price. In any case, a first evaluation
determines that the economic terms of the offer are clearly
insufficient and do not reflect by any means the fair value of the
Company.
3. Considering the applicable legislation and existing precedents in the
Spanish and in the European Community, the transaction may be hardly
compatible with the current regulatory and antitrust regime.
Therefore, there are risks not taken into consideration that could
imply significant adverse consequences to Endesa's shareholders.
4. The layout of the transaction in a time where a full review of the
electricity regulation is taking place is particularly surprising and
worrying. Furthermore, the preliminary conclusions of the mentioned
review seem to be completely opposed to the proposed transaction.
5. The participation in the transaction of the main Company's competitor
under the proposed terms presents serious concerns regarding the
protection of minority shareholders' interests. Furthermore, this
participation does not comply with Spanish and European Community
existing antitrust decisions.
This preliminary evaluation is without prejudice to the report that Endesa's
Board of Directors should issue in case of the approval of the tender offer by
the CNMV (Spanish Stock Exchange Commission) after obtaining the remaining
pertinent administrative authorizations, in compliance with the article 20.3 of
Royal Decree 1197/1991, issued on 26th of July of 1991, on the Takeover Bids
Regime.
The Board of Directors endorses its commitment to the Company's Business Plan on
a stand-alone basis, since it's one of the five European largest electricity
groups, the first private electricity Company in Latin America and the leader in
the Iberian market, and it has a solid, adecuate and ongoing Strategic Plan
which ensures growth and profitability.
Considering all the above mentioned, the Board of Directors will adopt all
available legal actions in order to defend both Company and shareholder's
interests.
For additional information please
contact Alvaro Perez de Lema, North
America Investor Relations Office,
telephone # 212 750 7200
http://www.endesa.es