Atel / Motor-Columbus: Next steps taken in the restructuring process

Olten, (PresseBox) - Aare-Tessin Ltd. for Electricity (Atel) and Motor-Columbus Ltd (MC) have taken the next steps towards restructuring both companies. In particular, MC will submit a voluntary swap offer to Atel shareholders in November 2007. The aim is to simplify the shareholder structure and create a single holding company ahead of the merger with EOS and the Swiss operations of the EDF Group, to produce the leading Swiss energy provider geared towards Europe.

Aare-Tessin Ltd. for Electricity (Atel) and its parent company Motor-Columbus Ltd (MC) are to be restructured to create a simpler holding company. This will achieve two objectives: Firstly, all shareholders in MC and Atel will be brought to the same level. Secondly, this restructuring provides the basis for the subsequent merger with EOS and possibly the Swiss operations of the EDF Group to create the leading Swiss energy provider geared towards Europe.

MC becomes Atel Holding AG

An important preparatory step in the consortially agreed restructuring of the Atel Group is to be taken on 7 November, 2007, at the Extraordinary General Meeting of MC when MC will be renamed Atel Holding AG. In addition, as part of a general revision of the articles of incorporation, the articles of incorporation of MC will be adjusted in line with those of Atel. The head office of the newly named Atel Holding AG will be moved from Baden to Olten. Existing bearer shares will be converted to registered shares. Simultaneously there will be a 1:25 share split. The organisational and management regulations of Atel Holding AG will then be adjusted in line with those of Atel. The next step involves a reorganisation of the Atel Group's current structure.

Motor-Columbus / Atel swap offer:

In order to accomplish the planned restructuring, MC will submit a swap offer to Atel shareholders after the Extraordinary General Meeting. The offer will presumably be valid from 12 November to 7 December 2007 (with the option of an extension). The execution of the swap offer will presumably take place in the second week of January 2008. If not all of the Atel shares are exchanged during the swap offer period, full control over Atel Holding will be achieved via its operating subsidiary Atel in a series of further steps.

Ambitious schedule

The involved parties have agreed to implement these changes swiftly. At the beginning of 2008, for instance, on execution of the swap offer, valuation of Atel and EOS assets is to commence. At the same time the process of gaining full control over Atel can be pursued. Based on the valuation of the assets, the activities and assets of EOS Holding and possibly of the EDF Group will be brought under the roof of the new holding. This step is planned for the middle to end of next year, prior to which Atel Holding will be renamed and its head office moved to Neuchatel. The full industrial integration of Atel and EOS as well as possibly the Swiss operations of the EDF Group is expected to take place at the beginning of 2009.

Review: The transaction

Negotiations on the sale of the 55.6% stake in Motor-Columbus were successfully concluded in September 2005 with the signing of a purchase agreement with UBS. Partners in the deal and their respective shares are as follows: a consortium of Swiss Atel minority shareholders comprising EBM (Elektra Birseck, Münchenstein), EBL (Elektra Baselland, Liestal), Canton Solothurn, IBAarau along with new members AIL (Aziende Industriali di Lugano SA) and WWZ (Wasserwerke Zug AG) will purchase 14.7%, EOS Holding of Lausanne 16.4% and EDF of France 17.3% of Motor-Columbus' share capital; the remaining 7.2% will be acquired by Atel. The parties agreed to establish a sustainable, independent company with a balanced shareholder structure that is open to additional partners.

Phased creation of the new company

They also agreed to combine Motor-Columbus and Atel under a holding company once the transaction had been concluded. Due to the intervention of a shareholder, this step was delayed but can now be taken following a ruling by the Federal Court in March 2007. The new company and the operating activities and assets of EOS will be combined under a new holding structure. The registered office of the holding company will be in Neuchatel, while the Executive Board will be in Olten. The EDF Group has also declared its intention of examining all options for optimising its Swiss operations within the framework of the new company. These steps should be finalised by the end of 2008.

The new Group structure will consist of a single Group management and four business divisions: Switzerland (with decision-making centre in Lausanne), Europe (decision-making centre Olten), Trading (decision-making centre Olten) and Energy Services (decision-making centre Zurich/Heidelberg) as well as the functional divisions Management Services in Olten, Financial Services in Olten und Business Development in Neuchatel. Effective implementation of this new Group structure will take place immediately prior to completion of the merger with the operating assets and activities of EOS Holding. At the same time, Atel Holding AG will move its registered office to Neuchatel and undergo another name change.

On the path to becoming a leading energy company

With this procedure the participating companies in the Swiss electricity sector are laying the foundations for a strong energy company in western Switzerland. With a largely complementary portfolio of offerings, the new company will deliver energy services throughout Europe and command a strong market position in Switzerland, while guaranteeing the sustainable autonomy of energy supplies in North Western and Western Switzerland. With more than 9000 employees, the new company will generate sales of around CHF 14 billion. Until the merger is completed, both EOS Holding and Atel will further pursue their strategies within the context of the existing organisational structures.

The participating companies

Motor-Columbus Ltd, Baden After a long and colourful history that started with the beginnings of general electrification, Motor-Columbus Ltd became a financial holding company around 10 years ago with registered office in Baden (AG). In addition to several financial and real estate companies, the companies operating in the energy sector are incorporated in the Atel Group (Aare-Tessin Ltd. for Electricity). Motor-Columbus Ltd holds 59.1% of Atel shares.

EOS

The EOS Group is a strategic holding company for the most important power stations in Western Switzerland. Its shareholders are the region's leading electricity companies. The company evolved in 2002 from the Energie de l'ouest-suisse (EOS) joint stock corporation founded in 1919. With its three business units Power Plants, Grids, and Trading & Sales, the Group concentrates on its three core competences: the generation of hydroelectricity, high and extra-high voltage transmission, and the marketing of electricity in Switzerland and abroad on its own account and on behalf of its shareholders. Its production portfolio in Switzerland is one of the most flexible in Europe, with hydroelectric stations accounting for 85%. Headquartered in Lausanne, the Group employs around 600 staff, including employees of HYDRO Exploitation AG.

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