Investor releases

UBS to acquire 20% stake in Motor-Columbus from RWE

Investor Releases

UBS will acquire RWE's 20% stake in Motor-Columbus as well as its 1.23% stake in Atel for a total of CHF 420 million. Through the transaction UBS will become the majority shareholder of Motor-Columbus and indirectly hold a controlling interest in Atel via Motor-Columbus' majority stake. UBS will submit a mandatory takeover offer to other shareholders of Atel. This move lays the foundation for a future sale by UBS of its participation in Motor-Columbus, leading to a long-term solution with industrial logic.

Zurich / Basel, April 5, 2004 -- As a package, UBS will purchase RWE's 101,200 Motor-Columbus shares for CHF 3,700 each and 37,253 registered Aare Tessin AG für Elektrizitaet (Atel) shares for CHF 1,220 each.

The transaction will raise UBS's stake in Motor-Columbus from 35.6% to 55.6%. In accordance with the opting-out clause within the articles of incorporation of Motor-Columbus, UBS will refrain from submitting a mandatory offer to other shareholders of Motor-Columbus.

Motor-Columbus holds a 58.5% stake in Atel. On the basis of the acquisition of a majority stake in Motor-Columbus and thus indirect control of Atel, UBS will submit a mandatory takeover offer to Atel's other shareholders of CHF 1,230 a share. The price corresponds to the average opening price as traded on the Swiss Exchange in the preceding 30 trading days.
The planned transaction allows UBS to maintain the value of its non-core participation in Motor-Columbus and to sell this stake to a strategic investor from a strong position as majority shareholder, thereby finding a long-term solution with industrial logic for both Motor-Columbus and Atel.

The transaction is subject to approval by the competition authorities. The Takeover Board will rule on whether UBS will have to make a separate mandatory takeover offer for Atel's subsidiary Società Elettrica Sopracenerina (Sopracenerina). Motor-Columbus is expected to be fully consolidated in the UBS financial statements for the second quarter of 2004, and to be shown in a separate business unit.

Transaction overview:

Zurich / Basel, April 5, 2004