Public disclosure required by Consob Resolution No. 11971 of May 14, 1999, as amended. Meeting of Edison’s Board of Directors. A Stockholders’ Meeting is being convened to elect a new Board of Directors
Milan, September 26, 2005 - Edison’s Board of Directors met today at the Edison building. After being informed (i) of a communication that Transalpina di Energia sent to Edison on September 19, 2005, pursuant to Article 102 of the TUF and Article 37, Section 2, of Consob Regulation No. 11971/99, in connection with a Mandatory Tender Offer for Edison common shares and a Voluntary Tender Offer for Edison warrants launched by Transalpina di Energia; (ii) of a draft Offering Prospectus consistent with the document filed with the Consob, which Transalpina di Energia made available to Edison; and (iii) of an opinion issued by Credit Suisse First Boston, Edison’s financial advisor, the Board reviewed the terms, conditions and objectives of the Offer.
Edison’s Board of Directors, based on the opinion of the abovementioned financial advisor, it being understood that it will be up to the holders of Edison’s shares and warrants to make a determination as to the financial benefits of accepting the Offer based on the prices at which Edison shares and warrants will trade until the expiration of the tender offer, concluded that the price offered by Transalpina di Energia is fair.
The Board of Directors then unanimously approved a press release prepared in accordance with Article 103, Section 3, of the TUF and Article 39 of the Issuers’ Regulations. The abovementioned press release, which should be consulted for additional details, will be published concurrently with the Offering Prospectus.
As a result of Transalpina di Energia taking control of Edison, all members of the Board of Directors submitted their resignation effective on the date of the next Regular Shareholders’ Meeting, which the Board of Directors convened at the Company’s Milan headquarters, at 31 Foro Buonaparte, for October 28, 2005 on the first calling, or October 31, 2005 on the second calling, to vote on the following Agenda:
- Board of Directors: Determination of the number of Directors, election of Directors and of the Chairman of the Board of Directors, determination of the Board’s term of office and compensation.
This Offer is not being promoted, either directly or indirectly, in the United States of America, Canada, Japan or Australia, or in any other country outside Italy (the “Other Countries”) where such promotional activities require the approval of local authorities that have jurisdiction in such matters or are in violation of local rules and regulations. Likewise, no acceptances of the Offer originating, either directly or indirectly, from the United States of America, Canada, Japan, Australia or any of the Other Countries in which such acceptances are in violation of local regulations will be deemed to be valid or effective.
This Offer is not being made, either directly or indirectly, and may not be accepted, either directly or indirectly, in or from the United States of America, Canada, Japan or Australia, nor in or from the Other Countries, through any of the services available in any regulated market in the United States of America, Canada, Japan, Australia or the Other Countries or through any postal service or any other domestic or international means of communication or commerce involving the United States of America, Canada, Japan, Australia or the Other Countries (including — the following list being provided solely by way of example and without any limitative effect whatsoever — the postal service network, fax transmission, telex, e-mail, telephone, Internet and/or any other information technology service or media). Likewise, any acceptance sent using any of the abovementioned services, means or tools will not be deemed to be valid or effective.
