Alstom Board of Directors decided to recommend GE's offer (Exclusive)

The Alstom Board of Directors decided to recommend GE's proposal: On 20 June 2014, the Alstom Board of Directors received a revised proposal from General Electric (GE) to take over Alstom's power and grid business. On 20 June 2014, a revised offer was received from Siemens and Mitsubishi Heavy Industries.

The special board of directors appointed by the Executive Board at 29 April 2014 and chaired by Jean-Martin Folz reviewed the proposed transactions in a comprehensive way. Based on the work of the Board and the financial and legal advisors, the Board of Directors unanimously decided to propose a positive recommendation from GE.

Alstom Members of the Board of Directors expressed their satisfaction that not only did they protect the interests of Alstom and its shareholders as a result of the efficient exchange of ideas with the State of France, but also a commercial offer providing assurances about the concerns of the French State.

GENERAL ELECTRIC'S OFFER

As previously reported, GE will take over the units of Thermal and Renewable Energy and Grid Industries and corporate and support services with a fixed and net price representing the Operating Value 12.35 billion and the 11.4 billion Euro Business Value (Energy Process).

Within the framework of the current offer conditions, after the completion of the Energy Process, Alstom and GE will establish joint ventures in the fields of Grid and Renewable Energy.

In the Grid sector, each company will have a share of 50 in a global business line that brings Alstom Grid and GE Digital Energy together. In the Renewable Energy sector, each company will have a% 50 share in Alstom's Marine Type Wind and Hydroelectric branches.

In addition, Alstom and GE will form a partnership with 50 / 50 in partnership with XNUMX / XNUMX, and this partnership will produce ortaklık Arabelle Buhar steam turbine production and service for nuclear power plants as well as Alstom's steam turbine equipment for applications in France. and service. In addition, the French State shall have privileged shares and shall have veto and other management rights in matters relating to the security and nuclear power plant technology in France.

Alstom's energy-related partnership investment represents around 2.5 Billion Euro, assuming these companies are free and cashless. These conditions of partnership include the normal shareholder agreements in which the standard management and liquidity rights are in question.

Finally, GE announces that 2013 will sell its 500 share in the signaling unit to Alstom in 1,200 with a sales volume of 100 million USD and XNUMX employees, and the service agreement, R & D, resource supply and production for GE's non-US locomotives. and to establish a global partnership to sign several co-operation agreements, including commercial support.

The private board of independent executives reviewed GE's proposed transaction with the help of financial and legal advisors. The financial expert appointed to advise the Board of Directors concluded that GE's financial offer to Alstom was in line with its financial perspective. The legal expert appointed to advise the Board of Directors, GE's proposal, from a legal point of view, in particular, to provide a fixed and final purchase price, does not require commitments and warranties, and GE's proposal to update the concerns of the French State to adequately eliminate the concerns Considering that, it seems to be appropriate for the company. The Board of Directors, which unanimously accepts the strategic and industrial aspects of this proposal, has received a positive recommendation regarding this proposal and authorized Alstom Chairman Mr. Patrick Kron to proceed to the next step of the process by consulting the councils and with the knowledge of the effective working councils within the Alstom Group.

OFFER OF SIEMENS AND MITSUBISHI HEAVY INDUSTRIES

In addition, with the help of the special board and legal and financial advisors, the Board of Directors reviewed the proposal received from the Siemens and Mitsubishi Heavy Industries presented to the special board at 16 June 2014 and the improved bid received at 20 June 2014.

According to the improved offer conditions, Siemens has offered to take over the gas unit of Alstom with an increase of 400 Million Euro, based on the initial offer, at an 4.3 Billion Euro equity price. MHI offered to purchase 3.9 of Alstom's stake in steam, grid and hydroelectric units through a single company at 40 Billion Euro. In addition, Siemens has proposed to establish a Joint Venture with the 50 / 50 share with Alstom in the Signalization and Transport Infrastructure sector.

After the review, the Board of Directors decided unanimously that this proposal did not adequately meet the interests of Alstom and its shareholders.

NEXT STEPS

To complete the GE operation, it will be necessary to obtain other approvals as required by the legislation, including working council negotiations and merger control and the French Foreign Investment permit. In accordance with the AFEP-Medef law, final approval of the transaction shall be submitted to the shareholders.

In the event that this proposal is approved and completed, Alstom will re-focus on the fully owned Transport sector activities and GE and Energy partnerships. Alstom will use the revenue from this transaction to strengthen the transportation unit, to invest in energy partnerships, to repay the debt and to return cash to shareholders.

Patrick Kron, Chairman and CEO of Alstom, said: kombinasyon The combination of Alstom and GE's well-complemented Energy businesses will create a stronger company that offers the best service to customers worldwide and invests in people and technology in the long term. Alstom will realize this ambitious merger with its Energy alliances. Alstom Transport, a strong leader with a huge technology portfolio and a worldwide presence in a dynamic market, will be further strengthened by the acquisition of GE's signaling unit and the long-term rail alliance with GE. Büyük

Armin

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