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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:
Sergio J. Galvis, Richard A. Pollack, Angel L. Saad
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
1 (212) 558-4000
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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The following press release was issued by Endesa, S.A. (the "Company" or
"Endesa") on September 13th, 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.
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EVENTHOUGH THE FOLLOWING DOCUMENT IS DATED ON SEPTEMBER 12, IT WAS SENT ON
SEPTEMBER 13.
Madrid, 12th September 2005
I am writing to update you on Endesa's response to the hostile tender offer
launched by Gas Natural (the "Offer") and inform you of what to expect from us
in the coming weeks.
As you will have seen, Endesa's Board of Directors has rejected the offer
unanimously based on the conviction that it is grossly inadequate and not in the
best interests of our shareholders. We strongly believe Endesa's stand-alone
Strategic Plan will deliver superior value to our shareholders compared to the
(highly uncertain) value implied by the Offer. Furthermore, Endesa's Board of
Directors is confident of achieving this superior value without the significant
risk entailed by the proposed transaction.
We are currently preparing a comprehensive response to the offer and will
contact you shortly to schedule a time to discuss it in person. In the meantime,
we ask for your continued support and confidence in the strong positive momentum
of the Endesa story.
Yours sincerely,
Rafael Miranda
CEO