AEM in €4.1 Billion Acquisition of Italy's Second-Largest Energy Company and €3.2 Billion Related Tender Offers

Cleary Gottlieb represented AEM S.p.A., the Milan-based energy and gas company, in the acquisition of a 63.3% stake in Edison S.p.A., Italy’s second-largest energy company, by Transalpina di Energia s.r.l. for €4.1 billion in cash. The acquisition was announced on May 13 and closed on September 16.

Transalpina is a 50-50 joint venture between AEM and Electricité de France S.A., the French state-owned electricity company. Edison, with an estimated enterprise value of €12.8 billion, is listed on the Italian Stock Exchange and is one of the components of the S&P/MIB Index, the Italian equivalent of the Dow Jones Industrial Index.

Transalpina acquired its stake in Edison from Italenergia Bis S.p.A., the acquisition vehicle through which EDF, Fiat S.p.A. and a number of financial investors successfully completed a hostile acquisition of a controlling interest in Edison in 2001. At the beginning of September 2005, EDF acquired sole control of Italenergia Bis.

Under Italian law, which requires an acquirer of more than 30% of a publicly traded company to launch a tender offer for that company’s remaining shares, Transalpina is also launching a tender offer for Edison’s shares. Cleary is also acting as co-counsel in this offer and in Transalpina’s related voluntary tender offer for all of Edison’s outstanding warrants. The offers, with an aggregate value of €3.2 billion, were submitted for clearance to Consob, the Italian stock market regulator, on September 19 and were cleared by Consob on October 4 and are expected to close during October of this year.