A2A in Acquisition of Endesa Italia Assets

August 29, 2008

Cleary Gottlieb is representing A2A S.p.A. in an agreement with Acciona S.A., Enel S.p.A., E.ON AG, Endesa S.A., Endesa Europa S.L. and Endesa Italia S.p.A., (now E.ON Produzione S.p.A.) giving A2A the right to trigger a partial non proportional demerger of Endesa Italia. Following such demerger, A2A will receive certain generation assets of Endesa Italia in exchange for the cancellation of its 20% equity interest in Endesa Italia. The deal signed on June 16, 2008.

A2A was formed on January 1 through the merger of local utilities AEM, ASM Brescia and AMSA and is now the largest local utility and second-largest electricity company in Italy.

Acciona is a corporate group primarily based in Spain, whose main lines of business are the development and management of infrastructure and real estate projects, the provision of transport, urban and environmental services, and the development and operation of renewable energies.

ENEL is an Italian electricity operator, active in the generation, distribution and supply of electricity mainly in Italy, and in the purchase and sale of natural gas for domestic electricity generation and gas operations in Italy. Together with Acciona, it recently acquired control of Endesa.

E.ON is an energy company headquartered in Germany with its main activities in the generation, transmission and supply of electricity and gas throughout Europe and in the United States. In the context of the above transactions, E.ON acquired Endesa Europa and Endesa Italia from Endesa S.A.

Endesa is the leading utility in the Spanish electricity system and the number one private-sector multinational electricity utility in Latin America; it is a major operator in the European Mediterranean region, particularly in Italy, and develops activities in other European countries.