Endesa Sa (Other) (SC 14D9/A)
September 20 2007 - 2:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9/A
SOLICITATION/RECOMMENDATION
STATEMENT UNDER
SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
ENDESA,
S.A.
(Name
of
Subject Company)
ENDESA,
S.A.
(Name
of
Person Filing Statement)
Ordinary
shares, nominal value
€
1.20
each
American
Depositary Shares, each representing the right to receive one ordinary
share
(Title
of
Class of Securities)
00029274F1
(CUSIP
Number of Class of Securities)
Alvaro
Perez de Lema
Authorized
Representative of Endesa, S.A.
410
Park Avenue, Suite 410
New
York, NY 10022
(212) 750-7200
(Name,
address and telephone number of person
authorized
to receive notices and communications on
behalf
of
the person filing statement)
With
a
Copy to:
Joseph
B. Frumkin
Sergio
J. Galvis
Richard
A. Pollack
Angel
L. Saad
Sullivan &
Cromwell LLP
125
Broad Street
New
York, NY 10004
(212) 558-4000
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o
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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
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IMPORTANT
LEGAL INFORMATION
This
document has been made available to shareholders of Endesa, S.A. (the "Company"
or "Endesa"). Investors are urged to read Endesa’s Solicitation/Recommendation
Statement on Schedule 14D-9, which was filed by the Company with the U.S.
Securities and Exchange Commission (the "SEC”) on August 3, 2007, as it contains
important information. The Solicitation/Recommendation Statement and other
public filings made from time to time by the Company with the SEC will be
available without charge from the SEC's website at www.sec.gov and at the
Company’s principal executive offices in Madrid, Spain.
Statements
in this document other than
factual or historical information are “forward-looking statements”.
Forward-looking statements regarding Endesa’s anticipated financial and
operating results and statistics are not guarantees of future performance and
are subject to material risks, uncertainties, changes and other factors which
may be beyond Endesa’s control or may be difficult to predict. No assurances can
be given that the forward-looking statements in this document will be
realized.
Forward-looking
statements may include,
but are not limited to, statements regarding: (1) estimated future earnings;
(2)
anticipated increases in wind and CCGTs generation and market share; (3)
expected increases in demand for gas and gas sourcing; (4) management strategy
and goals; (5) estimated cost reductions and increased efficiency; (6)
anticipated developments affecting tariffs, pricing structures and other
regulatory matters; (7) anticipated growth in Italy, France and elsewhere in
Europe; (8) estimated capital expenditures and other investments; (9) expected
asset disposals; (10) estimated increases in capacity and output and changes
in
capacity mix; (11) repowering of capacity; and (12) macroeconomic
conditions.
The
following important factors, in
addition to those discussed elsewhere in this document, could cause actual
financial and operating results and statistics to differ materially from those
expressed in our forward-looking statements:
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·
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Economic
and Industry Conditions
: Materially adverse changes in economic or
industry conditions generally or in our markets; the effect of existing
regulations and regulatory changes; tariff reductions; the impact
of any
fluctuations in interest rates; the impact of fluctuations in exchange
rates; natural disasters; the impact of more stringent environmental
regulations and the inherent environmental risks relating to our
business
operations; and the potential liabilities relating to our nuclear
facilities.
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·
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Transaction
or Commercial Factors
: Any delays in or failure to obtain necessary
regulatory, antitrust and other approvals for our proposed acquisitions
or
asset disposals, or any conditions imposed in connection with such
approvals; our ability to integrate acquired businesses successfully;
the
challenges inherent in diverting management's focus and resources
from
other strategic opportunities and from operational matters during
the
process of integrating acquired businesses; the outcome of any
negotiations with partners and governments; any delays in or failure
to
obtain necessary regulatory approvals (including environmental) to
construct new facilities or repower or enhance our existing facilities;
shortages or changes in the price of equipment, materials or labor;
opposition of political and ethnic groups; adverse changes in the
political and regulatory environment in the countries where we and
our
related companies operate; adverse weather conditions, which may
delay the
completion of power plants or substations, or natural disasters,
accidents
or other unforeseen events; and the inability to obtain financing
at rates
that are satisfactory to us.
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·
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Political/Governmental
Factors
: Political conditions in Latin America and changes in
Spanish, European and foreign laws, regulations and
taxes.
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·
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Operating
Factors
: Technical difficulties; changes in operating conditions and
costs; the ability to implement cost reduction plans; the ability
to
maintain a stable supply of coal, fuel and gas and the impact of
fluctuations on fuel and gas prices; acquisitions or restructurings;
and
the ability to implement an international and diversification strategy
successfully.
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·
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Competitive
Factors
: the actions of competitors; changes in competition and
pricing environments; and the entry of new competitors in our
markets.
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Further
information about the reasons
why actual results and developments may differ materially from the expectations
disclosed or implied by our forward-looking statements can be found under “Risk
Factors” in our annual report on Form 20-F for the year ended December 31,
2006.
Except
as may be required by applicable
law, Endesa disclaims any obligation to revise or update any forward-looking
statements in this document.
This
Amendment to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed
by
Endesa with the SEC on August 3, 2007 and amended from time to time
thereafter. Except as otherwise indicated, the information set forth
in the original Schedule 14D-9 and previous amendments thereto remains
unchanged. Capitalized terms used but not defined herein have the
meanings ascribed to them in the original Schedule 14D-9.
ITEM
9.EXHIBITS.
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Exhibit No.
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(a)(2)(xl)
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Relevant
fact regarding sale of 2% of Red Eléctrica de España: September 20
th
,
2007.
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After
due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
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Date:
September 20, 2007.
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Endesa,
S.A.
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By:
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/s/
Álvaro Pérez de Lema
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Name:
Álvaro Pérez de Lema
Title:
Manager of North America Investor
Relations
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Exhibit
(a)(2)(xl)
RELEVANT
FACT
Endesa,
S.A. [NYSE: ELE] has sold 2,705,400 shares of Red Eléctrica de España, S.A. (2%
of total outstanding shares) in several transactions during the previous months.
The largest transaction was a sale of 1.35% to Citigroup, who in turn sold
these
shares to the market.
The
sale
of this 2% totaled Euro 96 million, representing an average price of Euro 35.33
per share.
Endesa
has
noted in its consolidated profit and loss account a gross capital gain of Euro
78 million.
Following
this sale, Endesa now holds 1% of Red Eléctrica’s share capital, in compliance
with maximum ownership limits under Spanish law scheduled to take effect on
December 31, 2007.
Madrid,
September 20, 2007
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