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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 is in the process of sending 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 Statement 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. 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.
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This document is being filed pursuant to Rule 425 under the Securities Act of 1933.
Tender Offer for Gener ADSs
November 2000
| 1 | Introduction |
| 2 | Tender Offer |
| 3. | The AES Corporation |
| 4 | Conclusion |
1
| 1. | Introduction |
| 2. | Tender Offer |
| 3. | The AES Corporation |
| 4 | Conclusion |
Introduction
3
| 1. | Introduction |
| 2. | Tender Offer |
| 3. | The AES Corporation |
| 4. | Conclusion |
Summary of offers’ terms
| Offer | Chilean | US |
|---|---|---|
| Type | Cash | Exchange |
| Shares (MM) | up to 3,466.6 | All ADSs |
| % of market | 75% | All |
| Price | US$ 0.235294118/share | US$ 16/ADS* |
| Amount | US$ 816 MM | US$ 237 MM |
| Dealer manager | Deutsche Securities C. de B. | DB Alex. Brown |
(*) Each ADS represents 68 Gener common shares
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Proposal by
Offer by AES TotalFinaElf
o Participation YES NO
of shareholders
o Premium to YES NO
shareholders
o Liquidity for YES NO
shareholders
o Support by Copec YES NO
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Offer price represents a 40% premium over the last 10-day closing price average before announcement
Source: Santiago Stock Exchange
(*) Based on November 3rd, 2000 Observed Dollar exchange rate of Ch$ 571.8/US$
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Gener price evolution
The IPSA index has outperformed Gener in the last 2 years
Gener vs. IPSA
(last 2 years)
Source: Santiago Stock Exchange
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Source: FECU
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Gener has not performed well over the last few years and thus has not created significant shareholder value
(*) EBITDA = Operating income + Depreciation + Amortization
Source: FECU
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Analyst Date Recommendation SSB Oct 2000 Underperform DB Sep 2000 Market perform DLJ Aug 2000 Market perform FIT Aug 2000 Sell BSCH May 2000 Underperform WDR Jan 2000 Sell Larrain Vial Jan 2000 Underperform
Source: Analysts' reports
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| 1. | Introduction |
| 2. | Tender Offer |
| 3. | The AES Corporation |
| 4. | Conclusion |
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(star) Important cities
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Source: Analysts’ reports
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Tender Offer for Gener ADSs
November 2000
(filled triangle) Operating plant
(filled diamond) Plant under construction
(bullet) Distribution utility
(filled square) Office
AES and Gener in the Southern cone
Consistent and strong financial performance
AES stock performance
AES is experienced in closing transactions for shareholders' benefit
IPALCO (U.S. utility) US$ 2,200 MM stock for stock transaction *
DRAX (3,960 MW UK power station) US$ 1,000 MM bond refinancing
Alicura (1,000 MW Argentine hydro) US$ 205 MM purchase
Mohave Bid to acquire 1,580 MW coal-fired plant for US$ 667 MM *
NIGEN (640 MW) acquired control from Tractebel for US$ 82 MM
Puerto Rico (454 MW) completed US$ 815 MM financing
EDC (Venezuelan utility) US$ 1,600 MM purchase
(*) Denotes pending transaction
Analysts' comments
Andre Meade (Commerzbank), 11/03/00
Chris Ellinghaus (Salomon Smith Barney), 9/20/00
Robert Chewning (Morgan Stanley Dean Witter), 9/13/00
Analysts' recommendations
Analyst Date Recommendation
ML Sep 2000 Long-Term Buy
SSB Sep 2000 Buy
MSDW Sep 2000 Strong Buy
CIBC Aug 2000 Buy
CSFB Jul 2000 Buy
DLJ Jul 2000 Top Pick
Press quotes
Utility Business, April 2000
The Yankee Group, April 2000
Global Energy Business, February 2000
1 Introduction
2 Tender Offer
3. The AES Corporation 4 Conclusion Conclusion
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