Macquarie European Infrastructure Fund II (MEIF II) announces supported Offer for Techem AG

22 October 2007

Presseerklärungen - Deutsch

• Supported cash offer of €58.00 per Techem share, representing total equity value of approximately €1.4 billion.
• At a price higher than any previous closing price and representing an attractive premium of 24.4 per cent to the three-month weighted average as of 19 October 2007¹.
• MEIF II, together with the Macquarie Group, currently holds a stake of over 25 per cent in the company.
• A voluntary offer subject to a 50 per cent plus one share acceptance level.
• An ownership resolution that will bring stability, from a committed long-term investor with the expertise and resources to support Techem for the benefit of the company and its customers.

Macquarie European Infrastructure Fund II (MEIF II) today announced its intention to make a public offer to the shareholders of Techem AG, through its wholly-owned subsidiary MEIF II Energie Beteiligungen GmbH & Co. KG. The offer will be an all-cash voluntary public takeover offer under German takeover law (WpÜG), and is subject to an acceptance level of 50 per cent of Techem’s share capital plus one share.

The offer has the support of Techem’s Management Board. A framework agreement has been signed between MEIF II and Techem’s Management Board.

MEIF II will offer €58.00 in cash for each Techem share, representing a total equity value of approximately
€1.4 billion. The offer price represents:

• A premium of approximately 17.9 per cent to the floor closing price of €49.21 per Techem share on
  19 October 2007 
• A premium of 24.4 per cent to the three-month weighted average of €46.62 per Techem share as at
  19 October 2007
• A price that is higher than any previous closing price for Techem shares.

“This is a highly attractive offer that demonstrates our long-term commitment to Techem, has the support of Techem management and represents the best interests of shareholders and the company,” said Mr Martin Stanley, Executive Director of Macquarie Bank with responsibility for its European infrastructure funds.

“As a major investor in Techem since October last year we have improved our understanding of the company and its business, and believe this price reflects full value,” Mr Stanley said.

“MEIF II aims to be a long-term investor in Techem. Our offer will bring stability to the company and will enable Techem to maintain its independence going forward. Importantly, we are offering an ownership solution that will allow the company to focus on growing the business and delivering improved services to its customers for the long-term,” he said.

Techem’s Chief Executive Officer Mr Horst Enzelmüller said, “I am convinced that this offer is the best among a number of alternatives investigated. I believe it is the best way to end the period of uncertainty in the interest of shareholders, employees, and customers. I am looking forward to being able to fully focus on the daily affairs and the further development of the company again. Macquarie has proven during the last year that it is an investor pursuing the long-term interest of the company”.

MEIF II is a €4.6 billion wholesale infrastructure fund that seeks long-term investments in European infrastructure and essential service businesses. MEIF II’s investors include European pension funds and institutions, as well as more than 12,500 German individuals via a closed-end fund vehicle. MEIF II’s investment portfolio includes:

• Thames Water, the largest water and wastewater company in the UK
• National Car Parks, the UK’s leading provider of off-street car parks
• Airwave, the purpose built communications network used by key public safety bodies in the UK
• Arqiva/National Grid Wireless, which provide broadcast and transmission services in the UK.

MEIF II is managed by a Macquarie Group company and benefits from the experience and expertise offered by a global leader in the infrastructure sector. Macquarie’s European infrastructure funds have a team of
46 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.

Background to the offer

• MEIF II, together with the Macquarie Group, has been an investor in Techem since October 2006 and currently holds a stake of over 25 per cent. 
• On 16 November 2006 MEIF II made a voluntary public offer for Techem that was subsequently recommended by both Techem’s Management Board and Supervisory Board. While the offer lapsed on
  29 January 2007, MEIF II retained its stake in the company.
• Mr Martin Stanley has been a member of the Techem Supervisory Board since March 2007.
• On 19 October 2007, the Federal Financial Supervisory Authority (BaFin), with the approval of Techem, released MEIF II Energie Beteiligungen GmbH & Co. KG from a 12-month restriction that prevented it from making a new tender offer for Techem.

EDITORS NOTES

About Techem AG
Techem AG is a sub-metering company listed on the Frankfurt Stock Exchange. The company provides energy and water billing services to approximately 7.8 million apartments and has approximately 42 million metering devices across Europe. Techem is also responsible for the provision of heat and electricity supply solutions and the financing and operation of energy supply facilities.

About the Macquarie Group
MEIF II is managed by a member of the Macquarie Group, a leading global investor and manager of infrastructure businesses. Members of the Macquarie Group manage more than €36 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, South 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 €12.71 billion.

FOR FURTHER INFORMATION

Alison Jefferis
Corporate Communication, Macquarie Group
Tel: +44 (0)20 7065 2335
Mob: +44 (0)79 1938 2958
alison.jefferis@macquarie.com

Christian Weyand
Brunswick Group, Frankfurt
Tel: +49 (0)69 2400 5511
Mob: +49 (0)17 2617 1677
cweyand@brunswickgroup.com

¹ Calculated by Dresdner Kleinwort based on Bloomberg information.

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 review 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.