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ORIGIN ENERGY LIMITED — M&A Activity 2004
Jul 20, 2004
65507_rns_2004-07-20_6b453700-204b-41fd-821c-f698b4c5aa5c.pdf
M&A Activity
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| Subject | ORIGIN AGREES TO ACQUIRE CONTROLLING INTEREST IN CONTACT ENERGY | ||
|---|---|---|---|
| From | Bill Hundy | Pages | |
| Company | Australian Stock Exchange Limited | Date | 20 July 2004 |
| To | Company Announcements Office | Facsimile | 1300 300 021 |
Please find attached an announcement entitled "Origin agrees to acquire controlling interest in Contact Energy".
Regards
Llegd سنتصر
Bill Hundy Company Secretary
02 9220 6467 - [email protected]

ASX Release
20 July 2004
Origin agrees to acquire controlling interest in Contact Energy
Origin Energy Limited announces that it has entered into a conditional Agreement to acquire Edison Mission Energy's 51.2% interest in the issued capital of Contact Energy Limited for a consideration of NZ\$1,675 million or NZ\$5,67 per share. This consideration will be adjusted by any dividend paid by Contact prior to completion and compares with the closing price for Contact on 20 July 2004 of NZ\$5.94.
Upon completion, Contact's results and balance sheet will be consolidated with Origin's financial statements. The acquisition will add substantially to Origin's revenues and operating profits. It is expected to be earnings per share (EPS) accretive from the first year of operation.
Completion of the acquisition is subject to an exemption being granted by the NZ Takeover Panel, which would allow EME to sell its NZ holding company (Edison Mission Universal Holdings) to Origin, rather than its Contact Energy shares.
When the Agreement becomes unconditional and in accordance with the Takeovers Code in New Zealand, Origin will proceed to make a bid for the remaining issued share capital of Contact at the same price as paid to EME.
Strategic Rationale
Commenting on the acquisition Origin Energy's Managing Director Mr Grant King said "We have been reviewing opportunities in the New Zealand energy market for many years. Our interest has been evidenced in recent times by our investment in the Kupe Gas Project and acquisition of the remaining 50% interest in Rockgas.
Contact is a strongly performing business. Contact has a similar business model to Origin, focussing on the competitive generation and retail segments of the New Zealand energy market. We are confident that the acquisition of a controlling interest in Contact Energy provides a unique opportunity for Origin to add scale and diversity to its existing businesses in markets with known economic, competitive and regulatory structures. It will enhance Origin's value proposition to investors to deliver strong cash flows with significant opportunities for growth.
The addition of around 600,000 gas and electricity customers and around 2,490 MW of generation will complement Origin's existing businesses in Australia, New Zealand and the South Pacific.
Origin's position in gas exploration and production in New Zealand has the potential to provide Contact with access to natural gas in a market where gas resources are declining.
We look forward to working with Contact's Board and Management to continue the good work done in developing their business in New Zealand."
Funding
Origin will fund the acquisition of up to 100% of Contact through a combination of debt and an issue of convertible undated preference shares (CUPS). The debt facility is provided by Citigroup and Westpac, while the CUPS will be issued to Deutsche Bank. CUPS are regarded as equity for Australian accounting purposes.
Origin Energy Executive Director, Bruce Beeren, said "The final amount of debt to be raised and the final number of CUPS to be issued will depend on the level of acceptance by the minority shareholders.
If minority shareholders do not take up the offer then Origin will raise approximately A\$600 million through the issue of CUPS and will require a further A\$900 million of debt. Of this NZ\$535 million will come through assuming debt held by Edison Mission Energy's New Zealand holding company. The balance will be provided from the bridging facilities with Citigroup and Westpac.
If minority shareholders accept Origin's offer, additional CUPS will be issued and bridging finance drawn down, so that Origin's gearing remains at an acceptable level."
Further information on the acquisition will be available in a presentation to the investment community to be lodged with the ASX together with this announcement and posted on Origin Energy's website www.originenergy.com.au.
For further information contact:
Media
Grant A King Managing Director Ph: (02) 9220 6470 Mobile: 0419 266 049
Investors
Bruce G Beeren Executive Director, Commercial Ph: (02) 9220 6301 Mobile: 0417 617 901

Source: Contact Energy presentations and Half Year Report for Period to 31 March 2004