Endesa Sa - Amended Statement of Beneficial Ownership (SC TO-T/A)
04 October 2007 - 6:32AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 6)
ENDESA, S.A.
(Name of Subject Company (issuer))
ACCIONA, S.A.
ENEL SOCIETÀ PER AZIONI
ENEL ENERGY EUROPE SOCIETÀ A RESPONSABILITÀ LIMITATA
(Name of Persons Filing Statement)
Ordinary shares, nominal value
1.20 each
American Depositary Shares, each representing one ordinary share
(Title of Class of Securities)
Ordinary Shares, ISIN ES0130670112
American Depositary Shares, CUSIP 00029258N-10-7, ISIN US29258N1072
(CUSIP and ISIN Numbers of Class of Securities)
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Acciona, S.A.
Avenida de Europa, 18
Empresarial La Moraleja, Alcobendas
Madrid, Spain 28108
Attention: Jorge Vega-Penichet
+34 91 663 2850
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ENEL Società per Azioni
Viale Regina Margherita 137
00198 Rome, Italy
Attention: Department of Corporate Affairs
+39 06830 52783
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(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing persons)
With copies to:
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Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Adam O. Emmerich
(212) 403-1000
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Simpson Thacher & Bartlett LLP
One Ropemaker Street
London EC2Y 9HU
Attention: Michael Wolfson
+44 207 275 6500
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Calculation of Filing Fee
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Transaction valuation
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Amount of filing fee
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8,919,665,524.10
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273,834
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þ
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $273,834
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Filing Party:
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Acciona, S.A.
Enel Energy Europe Società a
Responsabilità Limitata
ENEL Società per Azioni
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Form or Registration No.: Schedule TO
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Date Filed:
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July 30, 2007
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o
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
þ
third-party tender offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3.
þ
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer:
o
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1
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Estimated solely for the purpose of calculating
the filing fee in accordance with Rule 0-11(d) under the Securities Exchange
Act of 1934, as amended (the
Exchange Act
), the
transaction valuation is calculated by multiplying 161,989,074, which is the
estimate of the number of ordinary shares of Endesa, S.A. (including ordinary
shares represented by American depositary shares of Endesa, S.A.) subject to
the U.S. offer, by the offer price of
40.16 in cash for each ordinary
share of Endesa, S.A. and each American depositary share of Endesa, S.A.,
converted into U.S. dollars based on the exchange rate expressed in U.S.
dollars per euro of $1.3711 =
1.00, the Federal Reserve Bank of New York
noon buying rate on July 25, 2007.
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2
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Calculated at $30.70 per $1,000,000.00 of the
transaction valuation. The amount of the filing fee was sent via wire transfer
on July 26, 2007.
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TABLE OF CONTENTS
This Amendment No. 6 (this
Amendment No. 6
) amends and supplements the Tender Offer
Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on July 30, 2007
(the
Schedule TO
). The Schedule TO relates to the joint tender offer by Acciona, S.A.
(
Acciona
), a Spanish corporation, and Enel Energy Europe S.r.L. (
EEE
and,
together with Acciona, the
Offerors
), an Italian limited liability company and awholly-owned subsidiary of ENEL S.p.A. (
ENEL
), an Italian corporation, to acquire all the
outstanding ordinary shares, normal value
1.20 per share (the
ordinary shares
) and
American depositary shares, each representing one ordinary share (the
ADSs
, and, together
with the ordinary shares, the
Endesa securities
) of Endesa, S.A., a Spanish corporation
(
Endesa
), pursuant to, and upon the terms and conditions set forth in the offer to
purchase in the United States dated July 30, 2007 (the
U.S. Offer
). The Offerors are
also making a separate, concurrent Spanish offer (the
Spanish Offer
and, together with
the U.S. Offer, the
Offers
) for the ordinary shares. Capitalized terms used and not
defined in this Amendment No. 6 have the same meanings set forth in Schedule TO. Except as
specifically provided herein, this Amendment No. 6 does not modify any of the information
previously reported on Schedule TO.
Item 11. Additional Information
On
October 3, 2007, Acciona and ENEL issued a joint statement
announcing that the joint tender offer in the United States expired
on October 1, 2007 and has not been extended in accordance with
the Offer to Purchase dated July 30, 2007. Acciona and ENEL
further announced that the results of the joint tender offers are
forthcoming. A transcript of the statement is attached hereto as
Exhibit (a)(5)(HH).
Item 12. Exhibits
Item 12 is amended and supplemented to include the following exhibits:
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Exhibit
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Description
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(a)(5)(HH)
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Transcript of joint statement
issued on October 3, 2007 by Acciona, S.A. and
ENEL S.p.A. announcing the expiration of the joint tender offer
in the United States with no extension to the joint tender offer
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated: October 3, 2007
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Acciona, S.A.
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By:
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/s/ Jorge Vega Penichet
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Name:
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Jorge Vega Penichet
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Title:
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Company Secretary
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ENEL Società per Azioni
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By:
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/s/ Fulvio Conti
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Name:
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Fulvio Conti
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Title:
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Chief Executive Officer
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Enel Energy Europe Società a Responsabilità Limitata
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By:
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/s/ Claudio Machetti
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Name:
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Claudio Machetti
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Title:
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Director
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5
EXHIBIT INDEX
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Exhibit
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Description
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(a)(1)(A)
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Offer to Purchase dated July 30, 2007
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(a)(1)(B)
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Form of Share Form of Acceptance
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(a)(1)(C)
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Form of ADS Letter of Transmittal
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(a)(1)(D)
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Form of Notice of Guaranteed Delivery
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(a)(1)(E)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
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(a)(1)(F)
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Form of Letter to Holders of American Depositary Shares
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(a)(1)(G)
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Form of Letter to Financial Intermediaries and Custodians
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(a)(1)(H)
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Form of Letter to Holders of Ordinary Shares
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(a)(1)(I)
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Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
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(a)(5)(A)
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Joint press release of ENEL S.p.A. and Acciona, S.A. dated April 11,
2007, announcing the tender offer (previously filed as Exhibit 99.46
to Amendment No. 18 to the statement on Schedule 13D filed on April
11, 2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated
herein by reference)
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(a)(5)(B)
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Current report filed on April 11, 2007 by Enel Energy Europe S.r.L.
and Acciona, S.A. with the Spanish
Comisión Nacional del Mercado de
Valores
CNMV regarding the joint tender offer (previously filed
as Exhibit 99.44 to Amendment No. 18 to the statement on Schedule
13D filed on April 11, 2007 by Acciona, S.A. and Finanzas Dos, S.A.
and incorporated herein by reference)
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(a)(5)(C)
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Current report filed on April 11, 2007 by Enel Energy Europe S.r.L.
and Acciona, S.A. with the Spanish
Comisión Nacional del Mercado de
Valores
CNMV regarding the bank guarantees filed with the CNMV
for the joint tender offer (previously filed as Exhibit 99.45 to
Amendment No. 18 to the statement on Schedule 13D filed on April 11,
2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein
by reference)
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(a)(5)(D)
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Press release of ENEL S.p.A. dated April 19, 2007, announcing that
seven more banks have joined the financing for the joint tender
offer for Endesa, S.A (previously filed as Exhibit 99.24 to the
statement on Schedule TO-C filed on April 11, 2007 by Acciona, S.A.,
Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L. and
incorporated herein by reference)
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(a)(5)(E)
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Press release of Acciona, S.A. dated April 24, 2007, reasserting the
legality of its actions in connection with the proposed tender offer
for Endesa (previously filed as Exhibit 99.47 to Amendment No. 19 to
the statement on Schedule 13D filed on April 26, 2007 by Acciona,
S.A. and Finanzas Dos, S.A. and incorporated herein by reference)
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(a)(5)(F)
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Press release of ENEL S.p.A. dated April 27, 2007, announcing that
the Spanish energy regulatory authority,
Comisión Nacional de
Energía
, authorized Enel Energy Europe S.r.L. to acquire up to
24.99% of the share capital of Endesa, S.A. (previously filed as
Exhibit 99.27 to the statement on Schedule TO-C filed on April 27,
2007 by Acciona,
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Exhibit
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Description
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S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel
Energy Europe S.r.L. and incorporated herein by reference)
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(a)(5)(G)
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Press release of ENEL S.p.A. dated May 3, 2007, announcing the
request for authorization from the Spanish
Comisión Nacional del
Mercado de Valores
CNMV to acquire the shares tendered from
Endesa S.A. resulting from the joint tender offer (previously filed
as Exhibit 99.28 to the statement on Schedule TO-C filed on May 3,
2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel
Energy Europe S.r.L. and incorporated herein by reference)
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(a)(5)(H)
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Current report filed on May 3, 2007 by ENEL S.p.A. and Acciona S.A.
with the Spanish
Comisión Nacional del Mercado de Valores
CNMV
regarding the request for authorization to acquire the shares
tendered from Endesa, S.A. resulting from the joint tender offer
(previously filed as Exhibit 99.29 to the statement on Schedule TO-C
filed on May 3, 2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL
S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
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(a)(5)(I)
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English translation of the current report filed on May 17, 2007 by
ENEL S.p.A. with the Spanish
Comisión Nacional del Mercado de
Valores
CNMV announcing the authorization from the Spanish
Cabinet of Ministers to exercise voting rights to the maximum of
24.99% of the share capital of Endesa, S.A. (previously filed as
Exhibit 99.32 to the statement on Schedule TO-C filed on May 17,
2007 by Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel
Energy Europe S.r.L. and incorporated herein by reference)
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(a)(5)(J)
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Press release of ENEL S.p.A. dated May 17, 2007, announcing the
authorization from the Spanish Cabinet of Ministers to exercise
voting rights to a maximum of 24.99% of the share capital of Endesa,
S.A. (previously filed as Exhibit 99.33 to the statement on Schedule
TO-C filed on May 17, 2007 by Acciona, S.A., Finanzas Dos, S.A.,
ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
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(a)(5)(K)
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English translation of the current report filed on June 1, 2007 by
ENEL S.p.A. with the Spanish
Comisión Nacional del Mercado de
Valores
CNMV announcing the termination of the share swap
transactions with UBS Limited and Mediobanca Banca di Credito
Finanziario S.p.A. (previously filed as Exhibit 99.38 to Amendment
No. 13 to the statement on Schedule 13D filed on June 1, 2007 by
ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
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(a)(5)(L)
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Press release of ENEL S.p.A. dated June 1, 2007, announcing the
termination of the share swap transactions with UBS Limited and
Mediobanca Banca di Credito Finanziario S.p.A. (previously filed
as Exhibit 99.39 to Amendment No. 13 to the statement on Schedule
13D filed on June 1, 2007 by ENEL S.p.A. and Enel Energy Europe
S.r.L. and incorporated herein by reference)
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(a)(5)(M)
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Current report filed on June 11, 2007 by ENEL S.p.A. with the
Spanish
Comisión Nacional del Mercado de Valores
announcing deposit
with the Madrid Mercantile Registry of regulations relating to the
free transferability of ordinary shares of Endesa S.A. by ENEL
S.p.A. and Acciona S.A. (previously filed as Exhibit 99.40 to
Amendment No. 15 to the statement on Schedule 13D, filed on June 11,
2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated
herein by reference)
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(a)(5)(N)
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Press release of ENEL S.p.A. dated June 11, 2007, announcing deposit
of covenants regarding the free transferability of ordinary shares
of Endesa S.A. by ENEL S.p.A. and Acciona S.A. (previously filed as
Exhibit 99.41 to Amendment No. 15 to the statement on Schedule 13D,
filed on June 11, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L.
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7
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Exhibit
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Description
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and incorporated herein by reference)
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(a)(5)(O)
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Current report filed on July 2, 2007 by Acciona, S.A and ENEL S.p.A.
with the Spanish
Comisión Nacional del Mercado de Valores
CNMV
relating to notification regarding the reduction of consideration
being offered in the proposed joint tender offer by Acciona, S.A.
and Enel Energy Europe S.r.L. for the ordinary shares, including
ordinary shares represented by ADSs, from
41.30 per ordinary share
to
40.16 per ordinary share to reflect the
1.14 per ordinary share
dividend that Endesa general shareholders meeting approved on June
20, 2007 (previously filed as Exhibit 99.50 to Amendment No. 23 to
the statement on Schedule 13D filed on July 2, 2007 by Acciona, S.A.
and Finanzas Dos, S.A. and incorporated herein by reference)
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(a)(5)(P)
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Press release of ENEL S.p.A. dated July 2, 2007 regarding the
reduction of consideration being offered in the proposed joint
tender offer by Acciona and Enel Energy Europe S.r.L. for the
ordinary shares, including ordinary shares represented by ADSs, from
41.30 per ordinary share to
40.16 per ordinary share to reflect
the
1.14 per ordinary share dividend that Endesa general
shareholders meeting approved on June 20, 2007 (previously filed as
Exhibit 99.43 to Amendment No. 16 to the statement on Schedule 13D
filed on July 2, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L.
and incorporated herein by reference)
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(a)(5)(Q)
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Current report filed on July 5, 2007 by ENEL S.p.A. and Acciona,
S.A. with the Spanish
Comisión Nacional del Mercado de Valores
CNMV announcing approval by the European Commission of the
acquisition of joint control through a public takeover bid for
Endesa, S.A. by ENEL S.p.A. and Acciona, S.A. (previously filed as
Exhibit 99.46 to Amendment No. 17 to the statement on Schedule 13D
filed on July 5, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L.
and incorporated herein by reference)
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(a)(5)(R)
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Press release of ENEL S.p.A. dated July 5, 2007 announcing approval
by the European Commission of the acquisition of joint control
through a public takeover bid for Endesa, S.A. by ENEL S.p.A. and
Acciona, S.A. (previously filed as Exhibit 99.47 to Amendment No. 17
to the statement on Schedule 13D filed on July 5, 2007 by ENEL
S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
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(a)(5)(S)
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Joint press release of ENEL S.p.A. and Acciona, S.A. dated July 25,
2007 announcing approval by the Spanish
Comisión Nacional del
Mercado de Valores
CNMV to launch a joint tender offer for
Endesa, S.A. (previously filed as Exhibit 99.48 to Amendment No. 19
to the statement on Schedule 13D filed on July 25, 2007 by ENEL
S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
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(a)(5)(T)
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Current report filed on July 27, 2007 by ENEL S.p.A. with the
Spanish
Comisión Nacional del Mercado de Valores
CNMV announcing
the authorization by the Spanish Cabinet of Ministers for Enel
Energy Europe S.r.L. to exercise its voting rights over all the
ordinary shares and ADSs of Endesa, S.A. acquired in the joint
tender offer with Acciona, S.A. (previously filed as Exhibit 99.49
to Amendment No. 20 to the statement on Schedule 13D filed on July
27, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L. and
incorporated herein by reference)
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(a)(5)(U)
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Press release of ENEL S.p.A. dated July 27, 2007 announcing the
authorization by the Spanish Cabinet of Ministers for Enel Energy
Europe S.r.L. to exercise its voting rights over all the ordinary
shares and ADSs of Endesa, S.A. acquired in the joint tender offer
with Acciona, S.A. (previously filed as Exhibit 99.50 to Amendment
No. 20 to the statement on Schedule 13D filed on July 27, 2007 by
ENEL S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
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8
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Exhibit
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Description
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(a)(5)(V)
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Joint press release of Acciona, S.A. and ENEL S.p.A. dated July 30,
2007 announcing the commencement of the joint tender
offer
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(a)(5)(W)
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English translation of the content of the Endesa offer section of
the website www.enel.com
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(a)(5)(X)
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English translation of the content of the Endesa offer section of
the website www.acciona.es
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(a)(5)(Y)
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Form of Summary Advertisement, published in the Wall Street Journal
on July 30, 2007
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(a)(5)(Z)
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Joint current report filed on August 3, 2007 by Acciona, S.A and
ENEL S.p.A. with the Spanish
Comisión Nacional del Mercado de
Valores
CNMV announcing the administrative appeal against certain
conditions imposed upon Acciona, S.A. and Enel Energy Europe S.r.L.
in relation to the joint tender offer for Endesa, S.A. by the
Spanish National Energy Commission on July 4, 2007
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(a)(5)(AA)
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Joint press release of Acciona, S.A. and ENEL S.p.A. dated August 3,
2007 announcing the administrative appeal against certain conditions
imposed upon Acciona, S.A. and Enel Energy Europe S.r.L. in relation
to the joint tender offer for Endesa, S.A. by the Spanish National
Energy Commission on July 4, 2007
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(a)(5)(BB)
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Joint advertisement of Acciona, S.A. and ENEL S.p.A related to the
joint tender offer for Endesa, S.A.
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(a)(5)(CC)
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Joint advertisement of Acciona, S.A. and ENEL S.p.A related to the
joint tender offer for Endesa, S.A.
3
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(a)(5)(DD)
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Current report filed on September 11, 2007 by Enel Energy Europe
S.r.L. and Acciona, S.A. with the Spanish
Comisión Nacional del
Mercado de Valores
CNMV confirming that the attendance premium of
0.15.per ordinary share or ADS of Endesa, S.A. that Endesa, S.A.s
Board of Directors has resolved to pay to those shareholders that
participate in the special general meeting of Endesa, S.A.
shareholders to be held on September 25, 2007 will not be deducted
from the price of
40.16 per ordinary share or ADS of Endesa, S.A.
being offered by Acciona, S.A. and Enel Energy Europe S.r.L. in
their Joint tender offer for all outstanding ordinary shares and
ADSs of Endesa, S.A.
4
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(a)(5)(EE)
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Joint advertisements of, and English translation of joint
advertisements of Acciona, S.A. and ENEL S.p.A related to the joint
tender offer for Endesa, S.A.
5
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(a)(5)(FF)
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Joint current report filed on September 26, 2007 by Acciona, S.A and
ENEL S.p.A. with the Spanish
Comisión Nacional del Mercado de
Valores
CNMV announcing that as the resolutions amending the
corporate bylaws of Endesa, S.A. were adopted by the shareholders of
Endesa, S.A. at the Special General Shareholders meeting held on
September 25, 2007 and duly recorded with the Madrid Mercantile
Registry on September 26, 2007, the condition to the joint tender
offers requiring such amendments was
satisfied
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(a)(5)(GG)
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Joint press release issued on September 26, 2007 by Acciona, S.A and
ENEL S.p.A. announcing that as the resolutions amending the
corporate bylaws of Endesa, S.A. were adopted by the shareholders of
Endesa, S.A. at the Special General Shareholders meeting held on
September 25, 2007 and duly recorded with the Madrid Mercantile
Registry on September 26, 2007, the condition to the joint tender
offers requiring such
amendments
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(a)(5)(HH)
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Transcript of joint statement
issued on October 3, 2007 by Acciona, S.A. and
ENEL S.p.A. announcing the expiration of the joint tender offer
in the United States with no extension to the joint tender offer
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Exhibit
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Description
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was satisfied
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(b)(1)
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English Translation of the
1,800,000,000 Syndicated Credit Facility
among Acciona, S.A., The Royal Bank of Scotland, plc, Banco
Santander Central Hispano, S.A., Banco Bilbao Vizcaya Argentaria,
S.A., Caylon, Spanish Branch and Natixis S.A., Spanish Branch dated
April 11, 2007
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(b)(2)
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35,000,000,000 Credit Facility Agreement among ENEL S.p.A., Enel
Finance International S.A., Banco Santander Central Hispano, S.A.,
Bayerische Hypo-und Vereinsbanks AG, Milan Branch, Intesa Sanpaolo
S.p.A., Mediobanca Banca di Credito Finanziario
S.p.A. and UBS Limited dated April 10, 2007 (previously filed as
Exhibit 99.31 to Amendment No. 9 to the statement on Schedule 13D
filed on April 13, 2007 by ENEL S.p.A. and Enel Energy Europe S.r.L.
and incorporated herein by reference)
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(d)(1)
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English Translation of Agreement by and between Acciona, S.A.,
Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L., dated
March 26, 2007, regarding the development of a joint ownership
project for Endesa, S.A. (previously filed as Exhibit 10.16 to
Amendment No. 15 to the statement on Schedule 13D filed on March 28,
2007 by Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein
by reference)
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(d)(2)
|
|
English Translation of Amendment, dated April 2, 2007, to the
Agreement by and between Acciona, S.A., Finanzas Dos, S.A., ENEL
S.p.A. and Enel Energy Europe S.r.L., dated March 26, 2007,
regarding the development of a joint ownership project for Endesa,
(previously filed as Exhibit 10.18 to Amendment No. 16 to the
statement on Schedule 13D filed on April 2, 2007 by Acciona, S.A.
and Finanzas Dos, S.A. and incorporated herein by reference)
|
|
|
|
(d)(3)
|
|
Agreement by and among ENEL S.p.A., Acciona, S.A. and E.ON AG, dated
April 2, 2007 (previously filed as Exhibit 10.17 to Amendment No. 16
to the statement on Schedule 13D filed on April 2, 2007 by Acciona,
S.A. and Finanzas Dos, S.A. with respect to Shares and the ADSs and
incorporated herein by reference)
|
|
|
|
(d)(4)
|
|
Confidentiality Agreement dated June 15, 2007, between Acciona, S.A.
and Endesa, S.A. (previously filed as Exhibit 10.19 to Amendment No.
23 to the statement on Schedule 13D filed on July 2, 2007 by
Acciona, S.A. and Finanzas Dos, S.A. and incorporated herein by
reference)
|
|
|
|
(d)(5)
|
|
Confidentiality Agreement dated June 15, 2007, between Enel S.p.A.
and Endesa, S.A. (previously filed as Exhibit 99.44 to Amendment No.
16 to the statement on Schedule 13D filed on July 2, 2007 by ENEL
S.p.A. and Enel Energy Europe S.r.L. and incorporated herein by
reference)
|
|
|
|
1
|
|
Previously filed with the Schedule TO
|
|
2
|
|
Previously filed with Amendment No. 1 to the Schedule TO
|
|
3
|
|
Previously filed with Amendment No. 2 to the Schedule TO
|
|
4
|
|
Previously filed with Amendment No. 3 to the Schedule TO
|
|
5
|
|
Previously filed with Amendment No. 4 to the Schedule TO
|
|
6
|
|
Previously filed with Amendment No. 5 to the Schedule TO
|
10
Important Information Regarding the Offer
On July 30 2007, Acciona, S.A. (
Acciona
), a
Spanish corporation, and Enel Energy Europe S.r.L. (
EEE
and, together with Acciona, the
Offerors
), an Italian
limited liability company and a wholly-owned subsidiary of ENEL S.p.A.
(
ENEL
), an Italian corporation, filed a tender offer
statement on Schedule TO regarding a tender offer for ordinary shares and ADSs
of Endesa S.A. (Endesa) with the U.S. Securities and Exchange Commission
(SEC). Endesa investors and security holders are urged to read
the U.S. tender offer statement (as updated and amended), because it contains
important information. Furthermore, Endesa investors and security holders are
urged to read the Spanish prospectus from the Offerors regarding the Spanish
tender offer for Endesa because it contains important information. The Spanish
prospectus and certain complementary documentation were authorized in Spain by
the
Spanish Comisión Nacional del Mercado de Valores
(the
CNMV). Investors and security holders may obtain a free copy of
the Spanish prospectus and its complementary documentation from Acciona, Enel,
Endesa and the four Spanish Stock Exchanges. The Spanish prospectus is also
available on the web sites of the CNMV (www.cnmv.es), Acciona (www.acciona.es)
and Enel (www.enel.it). Likewise, Endesa investors and security holders may
obtain a free copy of the U.S. tender offer statement and other documents filed
by the Offerors with the SEC on the SECs web site at www.sec.gov.
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