Macquarie European Infrastructure Fund II announces launch of Offer Period and publication of cash Tender Offer for Techem AG

16 November 2006

Presseerklärungen - Deutsch

• Cash Offer of €44.00 per Techem share, representing total equity value of €1.1 billion.
• Offer represents an attractive premium of 18.9 per cent to the three-month weighted average domestic stock exchange price prior to 23 October 2006.
• Offer Period will run until 21 December 2006, 24.00 hours CET.
• MEIF II is a long-term, supportive owner that will bring stability, resources and expertise to Techem and its customers.
• MEIF II and the Macquarie Group currently hold a stake of 19.2 per cent in Techem.

Macquarie European Infrastructure Fund II, a wholesale infrastructure fund that seeks long-term investments in European infrastructure and essential service businesses, announced that today it has published a cash tender offer (Offer) for all of the outstanding shares of Techem AG, Eschborn. As announced on 23 October 2006, MEIF II is making the Offer through its wholly-owned subsidiary MEIF II Energie Beteiligungen GmbH & Co. KG (Bidder).

MEIF II is offering €44.00 in cash for each Techem share, representing a total equity value of €1.1 billion. The Offer price:

• Represents a premium of 18.9 per cent to the three-month weighted average domestic stock exchange price prior to 23 October 2006
• Represents a premium of 23.8 per cent to the three-month volume weighted average share price as at 29 September 2006, the last date before MEIF II’s first meeting with Techem management
• Is higher than any known historical price ever paid for Techem shares on the stock exchange prior to the 23 October 2006¹.

“This is an attractive Offer that we believe is in the best interests of shareholders, the company, its employees and customers. As a specialist investor in infrastructure and essential service businesses, we are able to fully value the business based on its long-term stable cash flows over an extended time horizon of more than 30 years. We have already demonstrated our commitment to Techem through the acquisition of a 19.2 per cent stake in the company, making us the company’s largest shareholder,” said Martin Stanley, Executive Director of Macquarie Bank, with responsibility for its European infrastructure funds.

“We look forward to discussing our Offer with Techem management in the near future and believe that a recommended Offer represents the best solution for all stakeholders.”

As outlined in the Offer Document, MEIF II plans to maintain Techem’s business activities and to continue the two business areas, Energy Services and Energy Contracting. MEIF II also plans to support the focus on technology solutions and investment in product innovation and customer service. It intends to leverage the relationships of the Macquarie Group and its managed investment funds to present Techem with further growth opportunities. In the Offer Document, MEIF II also reiterates its interest in continuing to work with the existing management and employees of Techem.

MEIF II will maintain the Techem brand, keep the company’s location in Eschborn and has no plans for further significant restructurings of the business or intentions to dispose of any assets pertaining to the business.

MEIF II intends to review the current capital structure of Techem to provide a long-term, efficient and stable financing structure, which protects Techem’s long-term business prospects and growth opportunities.

As set out in the Offer Document, the Offer is subject to several conditions including a minimum acceptance level of 70.5 per cent of all issued Techem shares. Conditions to the Offer can be waived. Importantly, MEIF II’s financing of the Offer only requires a 50 per cent majority and does not require the implementation of a Domination and/or Profit and Loss Transfer Agreement (DPLTA).

Further details on the Offer

The complete terms and conditions are set out in the Offer Document. The Offer Document and other documents relating to the tender Offer are available on the internet under http://www.macquarie.com/meif2energie .

Furthermore, copies of the Offer Document will be made available to Techem shareholders for issue free of charge at:

RR Donnelley Frankfurt (financial printer)
Bockenheimer Landstraße 39
60325 Frankfurt am Main, Germany
Telephone: 0 800 900 7600
Telefax: 0 800 666 3966

RR Donnelley New York
75 Park Place, 3rd Floor
New York, NY 10007, United States of America
Telephone: +1 800 424 9001
Telefax: +1 212 341 7798.

The Bidder will provide the Custodian Banks with copies of the Offer Document for forwarding to Techem shareholders who are customers of the Custodian Banks and resident in Germany, the United Kingdom, or the United States of America.

The Offer can be accepted during the acceptance period starting today until 21 December 2006, 24.00 hours CET, unless extended. To accept the Offer, Techem shareholders should submit a written declaration of acceptance to their Custodian Bank before the end of the acceptance period.

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

¹ According to DataStream.

For further information, please contact:

Karen Smith
Corporate Communications Manager
Macquarie Bank
Tel: (44) (0) 20 7065 2420

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 are published in the offer document as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and holders of shares in Techem AG are strongly advised to read the relevant documents regarding the takeover offer published by MEIF II Energie Beteiligungen GmbH & Co. KG because they contain important information. As of 16 November 2006 Investors and holders of shares in Techem AG will be able to receive these documents at the web site www.macquarie.com/meif2energie . Furthermore, copies of the offer document and its English convenience translation will be made available to Techem Shareholders for issue free of charge at the financial printer RR Donnelley Frankfurt, Bockenheimer Landstraße 39, 60325 Frankfurt am Main, Germany, and at RR Donnelley New York, 75 Park Place, 3rd Floor, New York, NY 10007, United States of America. Copies of the Offer Document and its English convenience translation can be requested by Techem Shareholders under the following telephone and telefax numbers:

Telephone 0 800 9007600 and Telefax 0 800 6663966 from Germany, as well as Telephone +1 800 424 9001 and Telefax +1 212 341 7798 from any other country.

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.