Finmeccanica announces the completion of the partnership transaction with First Reserve Corporation

Following the occurrence of certain standard conditions precedent, Finmeccanica today has finalised its agreement with First Reserve Corporation (First Reserve), a leading international private equity investor specialising in the energy and natural resources sector, for the sale of a 45% stake in Ansaldo Energia (AEN). The terms of the agreement are those previously announced in March 2011. 

Finmeccanica sold AEN at a price of EUR 1,073 million to an Italian registered company, Ansaldo Energia Holding (AEH) – previously referred to as Ansaldo Electric Drives (AED) – which is 45% held by First Reserve and 55% by Finmeccanica. In addition, Finmeccanica has received from AEN EUR 95 million in relation to a 25 year agreement licensing the use of the “Ansaldo” trademark as well as a dividend payment of EUR 65 million. 

The transaction is expected to bring benefits to Finmeccanica in the form of an improved consolidated net financial position, quantifiable in about EUR 330 million (pro-forma YE2010, considering cash inflow, reinvestment and proportional consolidation), and of a capital gain net of taxes of about EUR 450 million. Following the closing, AEN will be consolidated proportionally. 

The transaction is financed with equity for EUR 500 million, proportionally provided by the two partners, and with debt for EUR 573 million. Financing facilities were provided by a syndicate of Italian and international banking institutions, led by Banca Imi SpA, BNP Paribas and Unicredit SpA. The continued interest of the banking market for Finmeccanica, coupled with a positive response to Ansaldo Energia, is evident by the level of demand in the syndication process, equal to more than double the amount offered.

The newly appointed boards of directors of AEN and AEH include members of both Finmeccanica and First Reserve, with Francesco Giuliani of First Reserve as Chairman and Giuseppe Zampini confirmed as CEO.

The partnership with First Reserve enables Finmeccanica to realise a significant share of the value created by AEN, and marks the beginning of a new growth process for AEN, paving the way for a (possible) future listing of the company on the stock market.

Giuseppe Zampini, CEO of Ansaldo Energia said: “I’m pleased to start working with First Reserve as a new shareholder. I am confident that with the continued support of Finmeccanica and the expertise and capabilities of the new partner we can continue our successful path and develop new growth opportunities for the Company.”

 

The law firms Cleary Gottlieb Steen & Hamilton and Dewey & LeBoeuf served as legal advisors in the transaction. 

 

Finmeccanica 

Finmeccanica plays a leading role in the global aerospace and defence industry, and participates in some of the sector’s biggest international programmes through its group companies thanks to well-established alliances with European and USA partners. A leader in the design and manufacture of helicopters, defence and security electronics, civil and military aircraft, aerostructures, satellites, space infrastructure and defence systems, Finmeccanica is Italy’s leading high-tech company. It also boasts significant manufacturing assets and skills in the transport and energy sectors; it is listed on the Milan stock market and operates via a number of group companies and joint ventures. The Finmeccanica Group has around 74,500 employees, including over 42,200 in Italy, 11,800 in the US, 9,700 in the UK, 3,700 in France, more than 3,300 in Poland and more than 1,000 in Germany. Over 85% of the Group’s employees are based in our three “domestic” markets. As part of its drive to maintain and build on its technological excellence, the Finmeccanica Group spends 11% of its revenues on research and development. Further information is available at www.finmeccanica.com

 

First Reserve Corporation 

First Reserve is a leading private investment firm in the energy industry, making both private equity and infrastructure investments throughout the energy value chain. For 28 years, it has invested solely in the global energy industry, and has developed a preeminent franchise, utilizing its broad base of specialized energy industry knowledge as a competitive advantage. The firm is currently investing its most recent private equity fund, which closed in 2009 at approximately US $9 billion. First Reserve invests strategically across a wide range of energy industry sectors, developing a diversified energy portfolio, backing talented management teams and building value by building companies. Further information is available at www.firstreserve.com

 

 

Roma 13/06/2011