Macquarie European Infrastructure Fund II increases stake in Techem AG - Offer Price increased to €55 per Techem share

11 December 2006

Presseerklärungen - Deutsch

• MEIF II has increased its stake in Techem AG. As a result, MEIF II and the Macquarie Group will, on settlement, hold 27.2 per cent and consolidate their position as the largest shareholder in the company.
• Increased cash offer of €55 per Techem share represents total equity value of €1.36 billion.
• Attractive premium of 48.6 per cent to the three-month weighted average before 23 October 2006.
• Premium of 5.8 per cent compared to BC Partners offer and above Friday’s closing share price for Techem AG.
• Offer Period unchanged and will run until 21 December 2006, 24.00 hours CET.
• MEIF II supports Techem’s strategy and is committed to maintaining the company’s brand and its Eschborn location.

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 that it has agreed to acquire, through a subsidiary, another 8 per cent of Techem AG for a purchase price of €55 per Techem share. As a legal consequence of the share purchases, the price offered by MEIF II subsidiary, MEIF II Energie Beteiligungen GmbH & Co. KG, in its Public Offer to all shareholders of Techem AG published on 16 November 2006 has increased to €55 per Techem share. MEIF II and the Macquarie Group will account, on settlement, for more than 27 per cent of the outstanding shares of Techem AG.

MEIF II is currently making a voluntary offer under the German Takeover Law (WpÜG) through its wholly-owned subsidiary MEIF II Energie Beteiligungen GmbH & Co. KG.

The improved Offer Price of MEIF II is €55 in cash for each Techem share, representing a total equity value of €1.36 billion. The improved Offer Price of €55 represents:

• a premium of 5.8 per cent to BC Partners’ intended offer announced on 22 November 2006
• an increase of 25 per cent over the previous price offered by MEIF II Energie Beteiligungen GmbH & Co. KG in the Offer Document of 16 November 2006
• a premium of 48.6 per cent to the three-month weighted average prior to MEIF II's announcement of its intention to launch a voluntary public tender offer on 23 October 2006.

“Our offer represents a very attractive premium and we believe it will be supported by shareholders. As it is higher than the announced intended offer by BC Partners, we expect it will be recommended by the company,” said Martin Stanley, Executive Director of Macquarie Bank, with responsibility for its European infrastructure funds.

“We believe this offer is in the best interests of shareholders, the company, its employees and customers. We will provide a long-term, stable and supportive ownership structure for the company. We share the vision of the company for the future of the business,” he said.

As outlined in the Offer Document, MEIF II plans to maintain Techem AG’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 AG with further growth opportunities.

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 and no intention to dispose of any assets pertaining to the business. MEIF II intends to review the current capital structure of Techem AG to provide a long-term, efficient and stable financing structure, which protects Techem’s long-term business prospects and growth opportunities.

“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. Techem AG 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.”

The Offer can be accepted during the acceptance period that started on 16 November 2006 and runs until 21 December 2006, 24.00 hours CET. 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 Niederlassung Deutschland, Dresdner Kleinwort and Clifford Chance are advising MEIF II in relation to the Offer.

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 were published in the offer document. Investors and holders of shares in Techem AG are strongly advised to read the relevant documents regarding the takeover offer which were published by MEIF II Energie Beteiligungen GmbH & Co. KG because they contain important information. Investors and holders of shares in Techem AG are able to receive these documents at the web site www.macquarie.com/meif2energie. The offer document is 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.