Filer: The AES Corporation
Pursuant to Rule 425 under the Securities
Act of 1933
Commission File No. 001-12291
Subject Company: Gener S.A.
Commission File No: 001-13210
FOR IMMEDIATE RELEASE
Contact: Kenneth R. Woodcock
703/522/1315
THE AES CORPORATION ANNOUNCES U.S. AND
CHILEAN OFFERS TO ACQUIRE APPROXIMATELY
80% OF GENER SHARES
TRANSACTION TO PROVIDE GENER SHAREHOLDERS WITH
SUPERIOR ALTERNATIVE TO TOTALFINAELF PROPOSAL
ARLINGTON, VIRGINIA - NOVEMBER 3, 2000 - The AES Corporation (NYSE:AES),
the world's largest independent global power company, announced today its
intention to make an offer to acquire all outstanding Gener S.A.
(BCS:Gener; NYSE:CHR) American Depositary Shares (ADSs) in exchange for AES
common stock having a value of US$16 per ADS and that it had commenced in
Chile an offer to acquire 3,466,600,000 Gener shares at the Chilean Peso
equivalent of US$0.235294118 per share in cash. The shares to be acquired
in the Chilean offer represent in the aggregate approximately 75% of the
currently outstanding Gener shares, not including Gener shares represented
by ADSs. The price per Gener share pursuant to the two offers is equivalent
based upon the 68 Gener shares represented by each Gener ADS. Based on the
reported number of Gener ADSs outstanding, the aggregate consideration to
be paid pursuant to the U.S. and Chilean offers is approximately US$1.056
billion. AES expects to file its exchange offer relating to the Gener ADSs
with the Securities and Exchange Commission next week.
AES also announced that Compania de Petroleos de Chile S.A. (Copec),
Gener's largest shareholder which owns approximately 19.7% of Gener's
outstanding shares, has stated it is prepared to tender its Gener shares
pursuant to AES's Chilean offer.
There will be no proration in the U.S. offer. If more than 3,466,600,000
shares are tendered in the Chilean offer, and all other conditions to the
offer are met, shares will be purchased on a pro rata basis. Based upon the
reported number of Gener ADSs outstanding, the Gener shares and ADSs to be
purchased pursuant to the offers would represent approximately 80% of the
outstanding Gener shares.
Dennis W. Bakke, President and Chief Executive Officer of AES, stated, "We
are excited about the opportunity to make this investment in one of the
leading electric sector companies in Chile."
Naveed Ismail, President of AES Andes commented, "We are very pleased to
bring this offer to the shareholders of Gener and to have the support of
Copec, Gener's largest shareholder. We believe our transaction represents a
superior financial alternative for Gener shareholders. We are confident
that shareholders will recognize the merits of our offers."
AES also stated that it intends to solicit votes against approval of the
TotalFinaElf proposal in the event Gener proceeds with its announced plans
to hold a shareholders meeting to approve that proposal.
Completion of each of AES's offers is conditioned on the adoption of
amendments to Gener's Bylaws to permit the ownership of more than 20% of
the outstanding Gener shares by any person or group which requires the
approval of 75% of Gener's outstanding shares. Copec, which has previously
considered calling a Gener shareholders meeting for this purpose, has
agreed to call a Gener shareholders meeting and to vote in favor of the
Bylaw amendment. The offers are also conditioned on, among other things,
AES being satisfied that the TotalFinaElf proposal will not take place and
that the shares purchased in the Chilean offer represent at least a
majority of the outstanding Gener shares. In addition, the offers are
conditioned on AES having obtained sufficient funds to purchase the shares
tendered in the Chilean offer and to pay related fees and expenses of the
Chilean and U.S. offers and the receipt of required regulatory approvals.
Deutsche Bank Alex Brown is acting as AES's financial advisor. The complete
details of AES's offer for Gener ADSs will be set forth in a filing to be
made with the Securities and Exchange Commission.
Business development milestones in 2000 include the following:
o In September, AES entered the Bolivian telecom market with the
purchase of 100% of Redibol, a Competitive Access Provider based in
La Paz, for $2.5 million.
o In September, AES and EDF International S.A. announced they have
entered into an agreement to jointly acquire the 11.68% interest in
Light Servicos de Eletricidade S.A., owned by two subsidiaries of
Reliant Energy for $430 million.
o In September, AES began construction on a $340 million electric power
plant and liquefied natural gas importing facility located in the
Dominican Republic.
o In August, AES completed the acquisition of a 59% stake in the
1,000 MW hydroelectric facility of Hidroelectrica Alicura S.A. in
Argentina from Southern Energy, Inc. and its partners.
o In August, AES and REI announced that they have entered into an
agreement whereby a subsidiary of AES will acquire Reliant Energy
International's interest in El Salvador Energy Holdings, S.A., which
owns three distribution companies in El Salvador.
o In August, subsidiaries of AES issued approximately $1 billion of
non-recourse project bonds to refinance outstanding debt at the Drax
Power Station, located in North Yorkshire, England.
o In August, a subsidiary of AES entered into an agreement whereby AES
will acquire the 49% interest held by TransCanada PipeLines Limited
in the Songo Songo Gas-to-Electricity Project in Tanzania.
o In July, AES and IPALCO Enterprises Inc. announced that they entered
an agreement whereby AES will acquire IPALCO Enterprises, Inc.
o In June, AES acquired approximately 87% of the stock of C.A. La
Electricidad de Caracas, an integrated electricity company serving
Caracas, Venezuela.
o In June, a subsidiary of AES completed an $815 million non-recourse
financing for a circulating fluidized bed coal-fired facility
currently being built on the south coast of Puerto Rico.
o In June, a subsidiary of AES completed an $815 million non-recourse
financing for a circulating fluidized bed coal-fired facility
currently being built on the south coast of Puerto Rico.
o In May, a subsidiary of AES acquired 100% of Tractebel Power Ltd.,
from Tractebel S.A. With this transaction, AES owns approximately 92%
of NIGEN's common stock.
o In May, AES announced that it won a bid to purchase a 70% interest in
the 1,580 MW Mohave Generating Station in Laughlin, Nevada for
approximately $667 million.
o In April, AES announced it intends to launch a tender offer to
acquire all outstanding common and preference shares of Brazilian
generation company Compania de Geracao de Energia Eletrica Tiete.
o In March, a subsidiary of AES acquired for $8 million, GeoUtilities
Inc., an internet-based superstore for energy, telecom and other
vital services.
o In March, a subsidiary of AES completed a financing associated with
823 MW of generating facilities in the Republic of Georgia. The
financing included the acquisition of the 600 MW Gardabani thermal
plant and the establishment of 25-year concessions for the Khrami I
and II hydro stations, which have a combined capacity of 223 MW.
o In March, a subsidiary of AES completed a $440 million non-recourse
project financing for AES Red Oak, an 832 MW natural gas-fired
combined cycle plant in Sayerville, New Jersey.
o In February, AES announced that a subsidiary had reached an agreement
with the Bulgarian state-owned electric utility NEK, that will allow
AES to build, own, operate and transfer a $750 million lignite-fired
power plant.
o In January, a subsidiary of AES agreed to acquire 59% of the
outstanding preferred (non-voting) shares of Eletropaulo S.A.
o In January, a subsidiary of AES and Caterpillar Inc. reached a
service agreement for multiple energy products that will result in
the construction of a 45 MW cogeneration plant in Mossville,
Illinois.
AES is a leading global power company comprised of competitive generation,
distribution and retail supply businesses in Argentina, Australia,
Bangladesh, Brazil, Canada, China, Dominican Republic, El Salvador,
Georgia, Hungary, India, Kazakhstan, the Netherlands, Mexico, Pakistan,
Panama, the United Kingdom, the United States and Venezuela.
The company's generating assets include interests in one hundred and
thirty-seven facilities totaling over 49 gigawatts of capacity. AES's
electricity distribution network has over 920,000 km of conductor and
associated rights of way and sells over 126,000 gigawatt hours per year to
over 17 million end-use customers. In addition, through its various retail
electricity supply businesses, the company sells electricity to over
154,000 end-use customers.
AES is dedicated to providing electricity worldwide in a socially
responsible way.
WHERE YOU CAN FIND ADDITIONAL INFORMATION:
AES INTENDS TO FILE A TENDER OFFER STATEMENT AND AN EXCHANGE OFFER
REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION AS SOON
AS PRACTICABLE. WE URGE INVESTORS AND SECURITY HOLDERS OF GENER TO READ
CAREFULLY THE U.S. EXCHANGE OFFER REGARDING THE PROPOSED TRANSACTION WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TRANSACTION. Investors and security holders may obtain a free copy of
the U.S. exchange offer when it is available and other documents filed by
AES and Gener with the Securities and Exchange Commission at the Securities
and Exchange Commission's Web site at www.sec.gov. The U.S. exchange offer
and these other documents may also be obtained for free from D.F. King &
Co., Inc., the Information Agent, by calling 1-800-755-3105.
* * * * *
For more general information visit our web site at www.aesc.com or contact
investor relations at [email protected]. The list aes-pr-announce is an
automated mailing list and can be found on the investing page of our web
site. Those who subscribe to this list will receive updates when AES issues
a press release.
* * * * *
This press release is for informational purposes only. It is not an offer
to buy or a solicitation of an offer to sell any shares of AES common
stock. The solicitation of offers to buy Gener common stock will only be
made pursuant to a prospectus and related materials that AES expects to
send to Gener shareholders. These securities may not be sold, nor may
offers to buy be effected prior to the time the registration statement
becomes effective. This communication shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state.
* * * * *
This press release contains forward-looking statements concerning the
financial condition, results of operations and business of AES following
the consummation of its proposed acquisition of Gener and the anticipated
financial and other benefits of such proposed acquisition. In some cases,
you can identify forward looking statements by the words "will",
"believes", "plans", "would" or similar expressions. These forward looking
statements are not guarantees of future performance and are subject to
risks and uncertainties and other important factors, including those that
could cause actual results to differ materially from expectations based on
forward looking statements made in this press release or elsewhere. For a
description of certain of these risks please refer to AES's and Gener's
filings with the SEC.
* * * * *
This document is being filed pursuant to Rule 425 under the Securities Act
of 1933.
