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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
These materials contain 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 performances 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.
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These materials are 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 has sent 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.
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AES has filed a Tender Offer Statement and an Exchange Offer Registration State
ment with the Securities and Exchange Commission. We urge investors and security
holders of Gener to read carefully the U.S. exchange offer regarding the
proposed transaction because it contains important information about the
transaction. Investors and security holders may obtain a free copy of the U.S.
exchange offer 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.
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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.
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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.
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This document is being filed pursuant to Rule 425 under the Securities Act of
1933.
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[AES LOGO]
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FOR IMMEDIATE RELEASE
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CONTACT: KENNETH R. WOODCOCK
(703) 522-1315
AES REACHES AGREEMENT WITH TOTALFINAELF TO SELL ARGENTINE
ASSETS OF GENER
ARLINGTON, VA, NOVEMBER 28, 2000 -- The AES Corporation today announced that it
had entered into an agreement with TotalFinaElf providing, in the event that AES
acquires control of Gener S.A., and following shareholder approval, for the sale
by Gener to TotalFinaElf of all of Gener's Argentine electricity generation and
transmission assets. The aggregate purchase price for the Argentine assets,
including a loan held by Gener in Piedra del Aguila, is approximately $652
million. In addition to customary conditions, the sale would be subject to
completion of satisfactory due diligence by TotalFinaElf.
Naveed Ismail, President of AES Andes, stated "The agreement with TotalFinaElf
puts the interests of shareholders and other stakeholders and all the parties in
the best possible position. For AES, the transaction would permit Gener to
increase the focus on Chile, its most important market, and makes sense for AES
due to existing business concentration in Argentina. For Gener, it improves the
risk profile of its activities and reduces substantially its consolidated
indebtedness. The agreement also gives TotalFinaElf the opportunity to
participate in the Argentine assets originally sought from Gener."
As previously announced, AES is offering to purchase all outstanding Gener
American Depositary Shares in the U.S. for AES common stock having a value of
$16 per ADS and 3,466,600,000 Gener shares in Chile at the Chilean peso
equivalent price per share in cash. The AES offers are conditioned on, among
other things, the amendment of Gener's Bylaws to remove the provisions limiting
to 20% the ownership of shares by any one person or group. Gener has called a
shareholders meeting for December 12, 2000 for shareholders to vote on the
proposed bylaw amendments.
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, Sri Lanka, 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.
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AES is dedicated to providing electricity worldwide in a socially responsible
way.
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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.
