Macquarie European Infrastructure Fund II announces partnering agreement with BC Partners in relation to Techem AG

11 January 2007

Presseerklärungen - Deutsch

• Binding agreement will provide BC Partners with shared control of Techem in the event MEIF II KG’s Offer is successful.
• Offer acceptance period extended to Monday 29 January 2007.
• Final Offer from MEIF II KG of €55 for each Techem share, with no further changes permitted under German takeover law.
• Amended Reasoned Opinion of the Supervisory Board of Techem AG recommends shareholders accept MEIF II’s Offer.

Macquarie European Infrastructure Fund II (“MEIF II”) announces today that its subsidiary MEIF II Germany Holdings S.à r.l. has entered into a binding contractual agreement with a subsidiary of funds advised by BC Partners (“BC Partners”) for shared control of Techem AG, to be implemented following a successful offer for the company. Under the agreement, BC Partners' subsidiary will participate in 50 per cent of the capital of MEIF II's subsidiary, MEIF II Energie Beteiligungen GmbH & Co. KG ("MEIF II KG"), which launched the offer for Techem AG. The agreement is subject to anti-trust clearance by the European Commission and will only be consummated in the event that MEIF II KG's offer is successful. Following the settlement of the offer, BC Partners will invest on equal economic terms as MEIF II, effectively valuing the 50 per cent stake at €55 per Techem share.

MEIF II KG has now waived a condition to its offer with the effect that the offer period will be extended to Monday 29 January 2007, and will not expire on 15 January. This is to give shareholders sufficient time to evaluate the impact of MEIF II KG's agreements reached with both BC Partners and the management of Techem AG as announced earlier this week. As a result of this amendment, no changes to the Offer are permitted during the extended acceptance period. The amendment document can be accessed at www.macquarie.com/meif2energie.

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

“Our offer is a very attractive one for shareholders, employees and customers and is supported by the company. This agreement with BC Partners will allow MEIF II to benefit from BC Partners knowledge of Techem and will contribute to providing a firm foundation for the company and its growth strategy,” said Martin Stanley, Executive Director of Macquarie Bank, with responsibility for its European infrastructure funds.

“We are also very pleased that Horst Enzelmüller, the current CEO of Techem has agreed to enter into a new five year contract with the company. Mr Enzelmüller has played a very significant role in the development of Techem and we are delighted to have secured the benefit of his continued involvement”, Mr Stanley said.

“The commitment of BC Partners to the investment in Techem will deliver additional value from BC Partners’ in-depth knowledge of the company, and will complement the expertise and track-record of Macquarie,” said Jens Reidel, Managing Partner at BC Partners in Hamburg.

Commenting on today’s announcement, Mr Enzelmüller said, “I very much welcome MEIF II’s decision to partner with BC Partners and look forward to a successful and stable period of ownership. Both MEIF II and BC Partners share our vision for the future and are supportive of the Management Board.”

Earlier this week, the Supervisory Board of Techem issued its Amended Reasoned Opinion in which it recommends Techem shareholders accept the offer made by MEIF II KG.

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.