Macquarie European Infrastructure Fund II concludes Framework Agreement with Techem AG

09 January 2007

Presseerklärungen - Deutsch

• MEIF II Offer supported by Techem AG Management Board.
• 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.
• Agreement provides greater certainty and MEIF II is confident its offer will be successful.

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 concluded a framework agreement with Techem AG, following its offer for the company.

The Techem AG Management Board now supports MEIF II’s public offer of €55 per Techem share.

The agreement governs both the strategic framework and rules of engagement for Techem AG going forward and was concluded after a series of meetings between MEIF II managers and the Techem AG Management Board and Supervisory Board in the past weeks.

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 for all outstanding shares of Techem AG. MEIF II and the Macquarie Group currently account for more than 27 per cent of the outstanding shares of Techem AG.

The Offer Price of €55 in cash for each Techem share amounts to a total equity value of €1.36 billion, representing a premium of 48.6 per cent to the three-month weighted average share price prior to MEIF II's announcement of its intention to launch a voluntary public tender offer on 23 October 2006.

“It has always been our objective to get the full support of Techem for our plans and we are delighted that we have achieved this. We believe this agreement is in the best interests of shareholders, the company, its employees and customers,” said Martin Stanley, Executive Director of Macquarie Bank, with responsibility for its European infrastructure funds.

The framework agreement formalises commitments that MEIF II made prior to its meetings with Techem. It includes the following main areas:

• Support for the further expansion of Techem’s activities
• Continuation of Techem’s corporate headquarters domicile
• Preservation of existing business and employment
• Discussions regarding management incentive plans.

The Offer can be accepted during the acceptance period that started on 16 November 2006 and runs until 15 January 2007, 24.00 hours CET. It is subject to the condition of a minimum acceptance level of 70.5% of all shares issued by Techem AG. 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 reserves the right to waive the conditions to the Offer, as dictated by circumstances.

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.