Macquarie European Infrastructure Fund II announces offer for Techem AG

23 October 2006

Presseerklärungen - Deutsch

• Cash offer of EUR44.00 per Techem share, representing total equity value of EUR1.1 billion.
• Offer represents an attractive premium of 18.9 per cent to the three-month weighted average as of 20 October 2006¹.
• MEIF II and the Macquarie Group currently hold a stake of 17.0 per cent in Techem.
• A long-term, supportive owner that will bring stability, resources and expertise to Techem and its customers.

Frankfurt am Main, Germany  – Macquarie European Infrastructure Fund II (MEIF II), a wholesale infrastructure fund that seeks long-term investments in European infrastructure and essential service businesses, announced today its intention to make a public offer to the shareholders of Techem, through its wholly-owned subsidiary MEIF II Energie Beteiligungen GmbH & Co. KG. MEIF II also announced that, in conjunction with the Macquarie Group, it currently accounts for 17.0 per cent of the outstanding shares of Techem, and expected settlement of further purchases and the treasury stock position at Techem will bring the voting power of MEIF II to a higher level. MEIF II is making a voluntary offer under the German Takeover Law (WpÜG).

MEIF II will offer EUR44.00 in cash for each Techem share, representing a total equity value of EUR1.1 billion. The offer price represents:

• A premium of approximately 5 per cent to the floor closing price of EUR 41.85 per Techem share on 20 October 2006
• A premium of 18.9 per cent to the three-month weighted average as at
  20 October 2006
• A premium of 23.8 per cent to the three-month average share price as at
  29 September 2006, the last date before MEIF II’s first meeting with Techem management.

“This is an attractive offer that we believe is in the best interests of shareholders and the company,” said Martin Stanley, Executive Director of Macquarie Bank, with responsibility for its European infrastructure funds.

“Techem management’s efforts and recent announcements have been fully reflected in the offer.  Macquarie is offering shareholders the opportunity to achieve a full, cash price – or to retain a low-yielding, investment,” Mr Stanley said.

“As a specialist investor in infrastructure and essential service businesses, we are able to fully value the business based on its long-term stable cashflows over an extended time horizon of 30 years plus. Under MEIF II’s stewardship, Techem will benefit from the stability, resources and commitment of a supportive long-term owner.

“Techem exhibits all of the characteristics that our investors look for and provides an essential service to approximately 660,000 customers, serving 7.4 million households. We will provide a long-term, stable and supportive ownership structure for the company.

“Importantly, we will maintain the Techem location and brand, and have no plans for further restructurings of the business. We will continue to support the focus on technology solutions and will support management in driving further improvements in customer service,” he said.

MEIF II will continue to seek the support of Techem management for this offer and has a strong interest in working with Techem’s existing management in the future.

MEIF II was established in May 2006 following the success of the first Macquarie European Infrastructure Fund. It has commitments to date of €1.8bn primarily from European pension funds and institutions, and aims to make between eight and 15 investments in European infrastructure and essential service businesses. MEIF II is a cornerstone investor in the Macquarie-led consortium that announced the agreement of terms with RWE AG to acquire Thames Water on 16 October 2006.

MEIF II is managed by a Macquarie Group company and therefore benefits from the experience and expertise offered by a global leader in the infrastructure sector. Macquarie’s European infrastructure funds have a team of 40 infrastructure professionals, many with senior level industrial backgrounds, that focuses on supporting acquired businesses over the long term. This approach brings a high degree of stability, resources, expertise and experience.

Macquarie Bank Limited (London Branch), Macquarie Corporate Finance Niederlassung Deutschland, Dresdner Kleinwort and Clifford Chance are advising MEIF II in relation to the offer.

¹Calculated by Dresdner Kleinwort based on Bloomberg information.

EDITORS NOTES

About Macquarie’s European Infrastructure Funds
Macquarie European Infrastructure Fund is a diversified pan-European infrastructure fund, established in April 2004. At its final closing in June 2005, MEIF had commitments of €1.5 billion from leading institutional investors. Its mandate is to invest in a portfolio of infrastructure assets located in European OECD countries. To date, it has investments in a variety of infrastructure sectors including transport, ports, ferries and utilities.

Macquarie European Infrastructure Fund II is a follow-on fund to MEIF with similar commercial terms but with a broader geographic mandate across the expanding European Union. It aims to raise total commitments of €3-4 billion and to assemble a diversified portfolio of eight to 15 assets. 

Both MEIF and MEIF II are managed by a member of the Macquarie Bank Group, a leading global investor and manager of infrastructure businesses.  Members of the Macquarie Bank Group manage more than €21 billion in equity invested in infrastructure and essential service assets around the world through a range of listed and unlisted vehicles. Infrastructure investments managed by Macquarie include assets in the energy, water, telecommunications and transportation sectors in Germany, the UK, Portugal, Italy, France, Sweden, Denmark, the Netherlands, Belgium, Canada, US, Australia, Korea, Japan and South Africa.  Macquarie aims to manage investments in infrastructure assets profitably and responsibly.

About Macquarie Bank Limited
Macquarie Bank Limited is a diversified international provider of investment banking and financial services. It is listed on the Australian Stock Exchange and has a market capitalisation of approximately €8.9 billion.

Important Information

This is neither an offer to purchase nor a solicitation of an offer to sell shares in Techem AG, nor an offer to purchase or sell any other securities. The terms and conditions of the offer will be published in the offer document only after the permission of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has been obtained. Investors and holders of shares in Techem AG are strongly advised to read the relevant documents regarding the takeover offer to be published by MEIF II Energie Beteiligungen GmbH & Co. KG when they become available because they will contain important information. Investors and holders of shares in Techem AG will be able to receive these documents, when they become available, at the web site www.macquarie.com/meif2energie  Upon publication, the offer document will be available free of charge at a specified location and will be mailed to investors and holders of shares in Techem AG free of charge upon request.

The information herein may contain "forward-looking statements". Forward-looking statements may be identified, in particular, by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "will" or words of similar meaning and include, but are not limited to, statements about the expected future business of MEIF II, MEIF II Energie Beteiligungen GmbH & Co. KG, Techem AG or any other entities. These statements are based on the current expectations of management of MEIF II and MEIF II Energie Beteiligungen GmbH & Co. KG and are inherently subject to uncertainties and changes in circumstances. MEIF II and MEIF II Energie Beteiligungen GmbH & Co. KG do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.