MYTILINEOS Group conclusion of agreement with the Spanish Energy Group ENDESA constitutes henceforth a landmark in the Group s strategy and targets in the energy sector. In the context of the said agreement, the Group s Administration decided to begin transformations and corporate restructuring in order to capitalize on the Group''''s energy assets in the most beneficial way trying to maximize benefits and profits for every one in the Group at the level of parent company, subsidiaries, associated companies and by extension for all its shareholders. In particular, the Board of Directors of MYTILINEOS HOLDINGS SA (hereinafter referred to as MYTILINEOS), ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SA (hereinafter referred to as ALUMINIUM) and DELTA MACHINERY EQUIPMENT AND TURN KEY PROJECTS COMMERCIAL INDUSTRIAL TECHNICAL S.A. (hereinafter referred to as DELTA) on 28.3.2007 decided:
a) the merger by take-over of ALUMINIUM and DELTA by MYTILINEOS,
b) the separation of sectors (i) power generation and trading (ii) production, construction and trading of alumina, aluminium, mineral materials and ALUMINIUM metals and their being carried over to its 100% subsidiaries non listed companies.
To inform shareholders and investors the joint estimate by the Boards of Directors is being announced on the shares exchange ratio, which is conditional on the independent credit institutions verification and approval on behalf of the transformed companies Shareholders General Meetings. In detail, ALUMINIUM Shareholders are proposed to exchange their shares with MYTILINEOS shares by an exchange relation 1 common listed ALUMINIUM share for 0,3954 common listed MYTILINEOS share. DELTA Shareholders are proposed to exchange their shares with MYTILINEOS shares of an exchange ratio 1 common listed DELTA share for 0,1888 common listed MYTILINEOS share. The proposed exchange ratios reflect the last Stock Exchange closing on 27.03.2007 for all companies, which fall within the internal valuation price range.
The BoDs of the three listed transformed companies decided -according to law- to jointly assign to NBGI, EFG EUROBANK and ALPHA BANK to assess the merging companies and they shall deliver fairness opinion and verify what is true and fair on the above shares exchange ratio.
All transformations being decided by the relative BoDs of the Companies shall be dated on 31.3.2007 both for the merger Transformation Balance Sheet and the accounting statement; these transformations shall be carried out in accordance with provisions of L 2166/1993, article 69 of the codified law 2190/1920 and the commercial legislation in general. Finalizing the abovementioned transformation is conditional on the approval by the General Shareholders Meeting of the three companies expected to decide within the 2nd semester of 2007 and on the approvals required by the antitrust commitee.
By means of these transformations, the aim is to achieve operational flexibility and autonomy for the Group companies activities; in addition big economies of scale are achieved which will enhance the Group s profitability and therefore its shareholders benefits. Moreover, combining the human potential, capitals and know-how renders MYTILINEOS HOLDINGS particularly competitive worldwide.
For the strategic agreement with ENDESA and the Group companies transformations details will be given during the teleconference with the analysts and institutional investors today at 17.00.
For additional information please contact:
Mrs. Maria Philippi, Press Officer, τel. 210-6877309, fax 210-6877400, e-mail: com@mytilineos.gr
Mr. Nikolaos Kontos, Investor Relations Officer, tel. 210-6877395, fax 210-6877400, e-mail: nko@mytilineos.gr