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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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IMPORTANT LEGAL INFORMATION
The following document was made available to shareholdersof Endesa, S.A. (the
"Company" or "Endesa") on October 5th, 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.
Statements in this document other than factual or historical information are
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements regarding Endesa's
anticipated financial and operating results and statistics are not guarantees of
future performance and are subject to material risks, uncertainties, changes and
other factors which may be beyond Endesa's control or may be difficult to
predict.
Forward-looking statements could include, but are not limited to, statements
regarding: (1) estimated future earnings; (2) anticipated increases in wind and
CCGTs generation and market share; (3) expected increases in demand for gas and
gas sourcing; (4) management strategy and goals; (5) estimated cost reductions
and increased efficiency; (6) anticipated developments affecting tariffs,
pricing structures and other regulatory matters; (7) anticipated growth in
Italy, France and elsewhere in Europe; (8) estimated capital expenditures and
other investments; (9) expected asset disposals; (10) estimated increases in
capacity and output and changes in capacity mix; (11) repowering of capacity;
and (12) macroeconomic conditions. For all of these-forward looking statements,
Endesa claims the protection of the safe harbor for forward-looking statements
contained in the U.S. Private Securities Litigation Reform Act of 1995. Endesa
disclaims any obligation to revise or update any forward-looking statements in
this document.
The following important factors, in addition to those discussed elsewhere in
this document, could cause actual financial and operating results and statistics
to differ materially from those expressed in our forward-looking statements:
o Economic and Industry Conditions: materially adverse changes in
economic or industry conditions generally or in our markets; the
effect of existing regulations and regulatory changes; tariff
reductions; the impact of any fluctuations in interest rates; the
impact of fluctuations in exchange rates; natural disasters; the
impact of more stringent environmental regulations and the inherent
environmental risks relating to our business operations; and the
potential liabilities relating to our nuclear facilities.
o Transaction or Commercial Factors: any delays in or failure to obtain
necessary regulatory, antitrust and other approvals for our proposed
acquisitions or asset disposals, or any conditions imposed in
connection with such approvals; our ability to integrate acquired
businesses successfully; the challenges inherent in diverting
management's focus and resources from other strategic opportunities
and from operational matters during the process of integrating
acquired businesses; the outcome of any negotiations with partners and
governments; any delays in or failure to obtain necessary regulatory
approvals (including environmental) to construct new facilities or
repower or enhance our existing facilities; shortages or changes in
the price of equipment, materials or labor; opposition of political
and ethnic groups; adverse changes in the political and regulatory
environment in the countries where we and our related companies
operate; adverse weather conditions, which may delay the completion of
power plants or substations, or natural disasters, accidents or other
unforeseen events; and the inability to obtain financing at rates that
are satisfactory to us.
o Political/Governmental Factors: political conditions in Latin America
and changes in Spanish, European and foreign laws, regulations and
taxes.
o Operating Factors: technical difficulties; changes in operating
conditions and costs; the ability to implement cost reduction plans;
the ability to maintain a stable supply of coal, fuel and gas and the
impact of fluctuations on fuel and gas prices; acquisitions or
restructurings; and the ability to implement an international and
diversification strategy successfully.
o Competitive Factors: the actions of competitors; changes in
competition and pricing environments; the entry of new competitors in
our markets.
[LOGO]
ENDESA'S DISCLOSURE
New York, October 5, 2005.- The press release issued today, October 5, 2005, by
Gas Natural, which contains a number of false statements, reveal the
difficulties the company is facing in reaching its goal of gaining control of
Endesa (NYSE:ELE) without paying a fair price to shareholders.
All Gas Natural should be saying to Endesa's shareholders are the terms of its
takeover bid.
Endesa's only objective is to ensure its shareholders understand and value what
they possess and the company will continue to spread this message.
Endesa's pursuit of this objective is unwelcome by a bidder like Gas Natural,
which aims to acquire Endesa paying an inadequate price, operates with a lack of
transparency and is obsessed with silencing others' opinions. This is clearly
demonstrated by Gas Natural's ongoing attempts to prevent Endesa's shareholders
from exercising their legitimate rights to gain access to more information.
With this in mind, Endesa points out yet again that, to this date, the content
of certain important agreements, such as the one Gas Natural and Iberdrola have
supposedly signed, has not been disclosed publicly.