July 1, 2004
UBS completes purchase of 20% stake in Motor-Columbus
As announced in early April, UBS has today acquired RWE's 20% shareholding in Motor-Columbus together with its 1.23% interest in Atel. The relevant competition authorities have given their approval for the transaction. UBS, which thus indirectly becomes a majority shareholder of Atel, will submit a mandatory takeover offer to all Atel shareholders on 12 July 2004.
UBS has acquired 101,200 bearer shares of Motor-Columbus from RWE at a price of CHF 3,700 per share, together with 37,253 registered shares of Aare Tessin AG für Elektrizität (Atel) at a price of CHF 1,220 per share.
UBS now holds a total of 55.6% of Motor-Columbus, which in turn owns a 58.5% stake in Atel. As the indirect majority shareholder, UBS will thus make all the Atel shareholders a mandatory takeover offer in the period from 12 July to 23 July 2004. As mentioned in the pre-announcement the offer price is CHF 1,230 less any distributions. Subtracting this year's Atel dividend of CHF 22, the final offer price is thus CHF 1,208.
A number of strategic Atel shareholders have signed an undertaking towards UBS that they will not make use of the mandatory takeover offer to sell their shares. Taking into account the stakes held by Motor-Columbus and Atel, it can therefore be assumed that at least 90% of all Atel shares will not be tendered. The prospectus for the mandatory takeover offer will be published in various daily newspapers on 12 July 2004.
The Takeover Board has exempted UBS from submitting a mandatory takeover offer to the public shareholders of Atel subsidiary Società Elettrica Sopracenerina (Sopracenerina).
Motor-Columbus will be fully consolidated in UBS Group accounts for the third quarter of 2004 and accounted for as a separate business unit.
Zurich / Basel, 1 July 2004
UBS