A2A and Delmi in the Sale and Purchase of Equity Investments in Edison and Edipower

February 24, 2012

Cleary Gottlieb assisted A2A and Delmi in signing final contracts relating to the reorganization of equity investments in Edison and Edipower. Under the terms of these agreements, Delmi will purchase a 70% stake in Edipower from Edison (50%) and Alpiq (20%) for a total price of €804 million. EDF will purchase a 50% stake in Transalpina di Energia from Delmi for a price of €704 million. EDF already owns the remaining 50% in Transalpina di Energia (the vehicle controlling Edison), which, in turn, holds 61.3% of Edison’s voting share capital.

The transaction is subject to approval by the Italian and EU antitrust authorities and to a confirmation by Consob that the price of the mandatory tender offer following the acquisition of control of Edison by EDF is not higher than €0.84 per share.