| Suzlon is partnering with Martifer, which is the second largest shareholder of REpower and conducts a joint venture with REpower in Portugal. For the purpose of this takeover the company Suzlon Wind Energie GmbH was founded. Suzlon holds 75 per cent and Martifer 25 per cent of the capital of Suzlon Windenergie. Both partners have signed an agreement, which sets out the terms of this offer. Part of the agreement is that Suzlon will finance the offer and Martifer will support it. Suzlon Windenergie GmbH is a company which was founded for the purpose of this takeover. |
| With the publication of the Offer Document, the offer period has started and REpower shareholders can tender their shares into the Suzlon offer. The offer period will end on 20 April 2007 (24hrs CET). |
| The offer competes with the public tender offer of Areva Group, which was published on 5 February 2007. Areva is also a major shareholder of REpower. Areva currently holds a 29.4 per cent stake, while Martifer owns 25.4 per cent. Through the publication of the Suzlon Offer Document, the offer period of Areva, originally set to end on 7 March, will also be prolonged until 20 April 2007 (24hrs CET). Shareholders who have tendered their shares into Areva's offer prior to the publication of the Offer Document on 28 February can withdraw from their acceptance of the offer. |
| The all-cash offer of EUR 126 per REpower share values REpower at an equity value of EUR 1.023 million.1 The price offered exceeds the offer price of Areva by 20 per cent; represents a premium of 40 per cent on the closing price of the REpower share as of 19 January 2007, the last trading day prior to Areva's offer announcement;2 represents a premium of 76 per cent on the average volume weighted share price over the three months prior to 22 January 2007, the day Areva announced its offer.3 The offer by Suzlon is subject to merger control clearance for Germany and the absence of certain material adverse changes. Suzlon has filed for merger control clearance in Germany already on 9 February 2007. |
| The offer by Suzlon is not subject to any minimum acceptance thresholds by shareholders of REpower. |
| [1] Based on the share capital of EUR 8.117.997. |
| 2 Based on prices in the electronic trading system (XETRA) of the Frankfurt Stock Exchange. |
| 3 Based on the prices determined by BaFin and published in its database for the minimum prices pursuant to the German Securities Acquisition and Takeover Act. |
| Tulsi R. Tanti, Chairman & Managing Director of Suzlon Energy, comments on the publication of the offer document: "We feel very confident that we are the best partner for REpower. REpower and Suzlon are complementing each other, not competing against each other. Suzlon is the most successful company in the wind sector with high-speed growth rates and very high margins. We think that our proposed industrial concept is in the best interest of all stakeholders of both companies." |
| Speaking on the occasion, Mr. Jorge Martins, member of the management board of Martifer, reiterates: "Our offer of more than EUR 1bn is financially and strategically the most attractive and captures the true potential of REpower including significant synergies than Martifer and Suzlon can bring to enhance REpower's long-term market position. We have 100 per cent committed ourselves to this partnership with Suzlon in making REpower a stronger player." |
| REpower Systems AG is one of the leading turbine producers in the German wind energy sector with a market share in excess of 10 per cent, specializing in high output turbine technology particularly suitable for off-shore turbines. REpower already has a strong competitive advantage in this area by being the leader in 5 megawatt (MW) turbines for offshore applications. |
| Suzlon started in 1995 and went public in 2005. Today it is the world's fifth largest and Asia's leading manufacturer of wind turbines. Suzlon's aim is to be a global leader in renewable energy. The top four companies in the global wind sector are currently Vestas Wind Systems of Denmark, General Electric, Enercon of Germany and Gamesa Tecnológica of Spain. |
| Suzlon develops and manufactures technologically advanced, high-performance and cost-efficient wind turbines, to meet the diverse needs of customers all around the world. Suzlon today has operations in Europe, Asia, North America and Australia. Its group management office is based in Amsterdam. Suzlon has sales of EUR 713 million, and a net income of EUR 141 million (31 March 2006). |
| Andre Horbach, Group CEO of the Amsterdam-based management team of Suzlon, says: "The combination of Suzlon and REpower will provide an excellent platform for a strong growth in the wind industry with a highly professional integrated supply chain, best-in-class products and outstanding R&D capabilities." |
| Spokesperson for European media: Tasso Enzweiler, Hering Schuppener Consulting, Phone + 49 (211) 430 79 27, Cell +49 (172) 922 49 98, tenzweiler@heringschuppener.com |
| Spokesperson for all media outside of Europe: Vivek Kher, Suzlon Energy Ltd., Phone: +91 (20) 401 222 01, Cell: +91 (98) 225 46 590, vkher@suzlon.com |
| YES BANK and ABN AMRO are joint financial advisors of Suzlon whilst legal advice is provided by LINKLATERS. |
| About Suzlon Energy Ltd. |
| Suzlon Energy, market leader in Asia and the world's fifth largest wind turbine manufacturer in terms of market share, offers customers total wind power solutions including consultancy, R&D, manufacturing, operations & maintenance services. Not even on the list of the world's Top 10 wind-turbine manufacturers as recently as 2002, Suzlon passed Siemens of Germany last year to become the fifth-largest producer by installed megawatts of capacity. It is surpassed only by the market leader, Vestas Wind Systems of Denmark, as well as General Electric, Enercon of Germany and Gamesa Tecnológica of Spain. |
| On the back of the globally increasing demand for wind energy and its competitive advantage of having control over its supply chain through backward integration Suzlon plans to further increase its global presence. Suzlon is India's leading manu-facturer of wind turbine generators and has successfully expanded into China, the United States, Belgium, Denmark, Australia and Germany. Last year, Suzlon acquired Hansen Transmissions in Belgium, a leading producer of gear-boxes. Suzlon plans to create 300 news jobs at Hansen during the following years. |
| Suzlon's R&D centres are located in Germany, in the Netherlands and in India. The international business of Suzlon is managed by Suzlon Energy A/s out of Aarhus in Denmark, which in turn has country headquarters in Beijing, Chicago and Melbourne for China, United States and Australia respectively. The Group Management office of Suzlon is located in Amsterdam, the Netherlands. |
| Suzlon's quality systems have been certified by Det Norske Veritas (DNV), one of the leading global registrars of quality systems, as being in compliance with the require-ments of ISO 9001:2000. |
| Please visit: www.suzlon.com |
| About Martifer Group |
| The Martifer Group is the holding company of a portfolio of over 40 companies that are divided into five core business units: Construction, Retail & Ware-housing, Energy Equipments, Biofuels and Electricity Generation. With total revenues of EUR 279 million in 2006 and a workforce exceeding 1500, Martifer is one of the fastest growing companies in Europe. In order to fuel further growth, Martifer currently plans an IPO for the second quarter of 2007. |
| Since its establishment in 1990, Martifer Construções Metalomecânicas SA (Steel Construction) has had an average yearly growth of over 30 per cent, making it the leading steel construction company in Iberia and one of the largest in Europe. The company has activities in Europe, South America and Africa. As the company expands internationally, energy equipments and diversifies its portfolio of businesses, its core focus remains on construction and energy production. With emphasis on both segments, Martifer continues to invest in regenerative energy sources, in particular wind energy. To this end, Martifer cooperates with the German REpower AG on a national level and holds a stake of 25.4% in the company. |
| Please visit: www.martifer.com |
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