ENDESA Press Release Concerning European Commission Decision.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- The following is a note from ENDESA: ENDESA (NYSE NYSE See: New York Stock Exchange : ELE ELE equine leukoencephalomalacia. ) requested that the European Commission European Commission, branch of the governing body of the European Union (EU) invested with executive and some legislative powers. Located in Brussels, Belgium, it was founded in 1967 when the three treaty organizations comprising what was then the European Community comment on its own authority in the event of the concentration that would arise from the hostile bid by Gas Natural in the conviction that, under European law governing concentrations, the requirements of necessary assumptions and right to determine the community dimension of the operation had been met. The authorities have acknowledged on a number of occasions the complex nature of the decision. ENDESA also took this initiative with the aim, in defence of the interests of its shareholders, of removing any uncertainty about the regulatory authority Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest regulatory agency administrative body, administrative unit - a unit with administrative responsibilities that must review the operation and the conditions under which it could, or could not, go ahead. This measure was becoming particularly necessary in this case given that Gas Natural had apparently not consulted the European Commission about this point previously, as recommended in the best practice guidelines practice guidelines Medical practice A set of recommendations for Pt management that identifies a specific or range of range of management strategies. See Peer review organization, Practice standards. Cf 'Cookbook' medicine. published by the European Competition Directorate-General. ENDESA wishes to state that it has constantly shown a high degree of transparency throughout this process, as can be witnessed by its willingness to make available to the participating parties all of the documentation submitted to the European Commission. This is in stark contrast to the other procedures in which, claiming confidentiality, ENDESA has not had access to a large amount of information submitted by Gas Natural. ENDESA will scrutinise Verb 1. scrutinise - to look at critically or searchingly, or in minute detail; "he scrutinized his likeness in the mirror" scrutinize, size up, take stock the decision taken today by the European Commission and consider making full use of the legal instruments provided by European law. In any case, after a preliminary analysis of the decision it is surprising that the Spanish anti-trust authority has made various allegations throughout the procedure which are in line with Gas Natural's declarations, of which ENDESA, as an interested party in both the EU and the Spanish procedure, had not been notified. Likewise, from a material standpoint, ENDESA's legal counsel is studying the compatibility of this decision with EU Law. In any event, ENDESA is firmly convinced that, regardless of the authority that ultimately has jurisdiction over the matter, the criteria, principles and rules to be applied in the examination of the operation are clearly established both in European and national legislation and in the precedents established by the numerous decisions already adopted previously in similar cases by the various European and Spanish anti-trust bodies. In any event, ENDESA considers that the hostile takeover Hostile Takeover A takeover attempt that is strongly resisted by the target firm. Notes: Hostile takeovers are usually bad news, as the employee moral of the target firm can quickly turn to animosity against the acquiring firm. bid launched by Gas Natural results in a concentration that seriously threatens competition and that it faces major obstacles that make it difficult for the anti-trust bodies to authorise under the proposed conditions. The concentration operation in itself and the agreement signed with Iberdrola raise the following questions in terms of competition law: 1.- It removes ENDESA from the natural gas supply and trading markets, which, combined with ENDESA's CCGTs give it an 11-12% market share, similar to (for instance) that of Spain's third largest utility. It also strengthens the position of the main operator, which boasts shares above 40% in all the natural gas markets (supply and trading). 2.- It removes a major competitor in the power generation and supply markets, with market shares of nearly 5% and major growth projects and prospects. 3.- In all the electricity and natural gas markets involved, it removes the most commercially aggressive competitors (ENDESA in gas and Gas Natural in electricity) and those with the highest penetration and growth. 4.- In the wholesale electricity generation market, it creates a major duopoly Duopoly A situation in which two companies own all or nearly all of the market for a given type of product or service. Notes: This is very similar to a monopoly, where only one company dominates the market. between Iberdrola and Gas Natural, spawning a strong mutual incentive for tacit collusion Tacit collusion occurs when cartels are illegal or overt collusion is absent. Put another way, two firms agree to play a certain strategy without explicitly saying so. This is also known as price leadership, as firms may stay within the law but still tacitly collude by monitoring and abuse of market power. 5.- In the electricity and gas supply markets, the operation leads to increased concentration in all segments. Specifically, its would create regional gas and electricity distribution monopolies protected by the control of the two networks and advantages in supply in Spanish regions such as Catalonia, Madrid, Valencia, Murcia and Andalusia. These account for 60% of Spanish gas demand and 55% of electricity demand and are larger in size than Belgium, the Netherlands and Austria combined. For all these reasons, the operation would represent a serious backward step of more than three years in the deregulation Deregulation The reduction or elimination of government power in a particular industry, usually enacted to create more competition within the industry. Notes: Traditional areas that have been deregulated are the telephone and airline industries. process of the Spanish energy market, with negative implications for other European Union European Union (EU), name given since the ratification (Nov., 1993) of the Treaty of European Union, or Maastricht Treaty, to the European Community countries and especially in the MIBEL MIBEL Mercado Iberico de Electricidad . It will also have major implications for consumers, with foreseeable rises in energy prices that could not be offset by the scant synergies generated from the operation or the commitments made by Gas Natural. Moreover, the design of operation would dismantle the significant position already attained by ENDESA in Europe, as well as destroy value, to the extent that Gas Natural has plans to sell core assets in this area without being subject to concurrent prices, which would considerably hurt competition in Italy, Portugal and France and result in the disappearance of one of the few major operators in the process to create a single energy market in Europe. * This document may contain certain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. regarding anticipated financial and operating results and statistics that are subject to risks and uncertainties as well as to material risks, changes and other factors which may be difficult to predict, including, without limitation, those factors described in the Documento de Registro de Acciones of Endesa filed within the Comision Nacional del Mercado de Valores and in the Form 20-F of Endesa filed within the Securities and Exchange Commission, both for the fiscal year ended December 31, 2004. For all of these forward-looking statements, we claim the protection of the safe harbour for forward-looking statements contained in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. |
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