06.13.2011 Finmeccanica Press center
Following the occurrence of certain standard conditions precedent, Finmeccanica today has finalised its agreement
with First Reserve Corporation (First Reserve), a leading international private equity investor specialising in the energy and natural resources sector, for the sale of a 45% stake in Ansaldo Energia (AEN).
The terms of the agreement are those previously announced in March 2011. Finmeccanica sold AEN at a price of EUR 1,073 million to an Italian registered company, Ansaldo Energia Holding (AEH) – previously referred to as Ansaldo Electric Drives (AED) – which is 45% held by First Reserve and 55% by Finmeccanica. In addition, Finmeccanica has received from AEN EUR 95 million in relation to a 25 year agreement licensing the use of the “Ansaldo” trademark as well as a dividend payment of EUR 65 million.
The transaction is expected to bring benefits to Finmeccanica in the form of an improved consolidated net financial
position, quantifiable in about EUR 330 million (pro-forma YE2010, considering cash inflow, reinvestment and
proportional consolidation), and of a capital gain net of taxes of about EUR 450 million. Following the closing, AEN willbe consolidated proportionally.
The transaction is financed with equity for EUR 500 million, proportionally provided by the two partners, and with debt for EUR 573 million. Financing facilities were provided by a syndicate of Italian and international banking institutions, led by Banca Imi SpA, BNP Paribas and Unicredit SpA. The continued interest of the banking market for Finmeccanica, coupled with a positive response to Ansaldo Energia, is evident by the level of demand in the
syndication process, equal to more than double the amount offered.
The newly appointed boards of directors of AEN and AEH include members of both Finmeccanica and First Reserve,with Francesco Giuliani of First Reserve as Chairman and Giuseppe Zampini confirmed as CEO.
The partnership with First Reserve enables Finmeccanica to realise a significant share of the value created by AEN,
and marks the beginning of a new growth process for AEN, paving the way for a possible listing of the company on the stock market.
Giuseppe Zampini, CEO of Ansaldo Energia, said: “I’m pleased to start working with First Reserve as a new
shareholder. I am confident that with the continued support of Finmeccanica and the expertise and capabilities of the
new partner we can continue our successful path and develop new growth opportunities for the Company.”
The law firms Cleary Gottlieb Steen & Hamilton and Dewey & LeBoeuf served as legal advisors in the transaction.