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Subject:E.ON May Be Closing in on Purchase of Powergen
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Date:Mon, 26 Mar 2001 03:56:00 -0800 (PST)

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IssueAlert for March 26, 2001=20

E.ON May Be Closing in on Purchase of Powergen

by Will McNamara=20
Director, Electric Industry Analysis

[News item from Reuters] German utility E.ON AG is near a deal to take a=20
stake in Britain's fourth largest power utility Powergen (NYSE: PWG) at a=
=20
price 30 percent above current levels. According to the German paper=20
Handelsblatt, E.ON's supervisory board reportedly will make a final decisio=
n=20
in the next week. Powergen, meanwhile, said it is still in talks on a=20
possible offer from another company. "There can be no assurance that these=
=20
discussions will result in an offer being made for the company," Powergen=
=20
said in a statement. The company first announced that it was in talks to be=
=20
purchased on Jan. 16.=20

Analysis: The word that E.ON, Europe's second largest power company, would=
=20
buy a stake in Powergen at a fat 30-percent premium of around 6.90 pounds=
=20
increased Powergen's British stock price by as much as 7 percent to reach 7=
39=20
pence. A combination of the two companies would create a power firm on par=
=20
with Europe's largest power companies, France's EDF and Italy's Enel. Since=
=20
talks about a potential acquisition by E.ON surfaced in January, Powergen's=
=20
stock price has climbed 21 percent. In addition, according to Reuters,=20
Powergen jumped to the top of the gainers list for the United Kingdom's FTS=
E=20
100 blue chip index. On March 22, Powergen stock reached 739 pence, while t=
he=20
FTSE 1000 index was down 2.5 percent at 27-month lows. Powergen also trades=
=20
in the United States on the New York Stock Exchange, where Powergen shares=
=20
opened March 26 at $42.00.=20

If the rumors about Powergen's price tag are true, E.ON would end up paying=
=20
more than nine pounds a share or six billion pounds (U.S. $8.5 billion) for=
=20
the U.K.-based Powergen, which carries a debt of about 5.2 billion pounds.=
=20
These projections exceed previous reports from financial analysts who=20
suggested that E.ON would pay no more than eight pounds a share for Powerge=
n.=20
E.ON might be feeling increased pressure to finalize a deal with Powergen=
=20
since other players such as Scottish Power have also expressed interest in=
=20
the company. With significant capital to spend (Reuters reported up to $50=
=20
billion including proposed divestitures), E.ON reportedly believes that=20
Britain, where demand is outpacing the rest of Europe, is the best country =
in=20
which to begin a rapid expansion strategy. Despite the fact that Powergen h=
ad=20
previously acknowledged that it was working on a deal with E.ON, over the=
=20
last week it has maintained that discussions continue with other companies.=
=20

E.ON, formed as a result of last year's merger between Veba and Viag,=20
supplies Germany and Europe with electricity, heating, natural gas, water a=
nd=20
petroleum. Germany, which opened 100 percent of its energy market all at on=
ce=20
in April 1998, has undergone a period of rapid consolidation. As a result,=
=20
the largest power companies in the country have begun seeking competitive=
=20
opportunities across the Continent (this is a growing trend in Europe as=20
companies from other countries are following the same competitive strategy)=
.=20
E.ON must expand outside of its home country, where analysts have speculate=
d=20
that core profits in its generation business have become unstable. In many=
=20
ways, consolidation is a means of survival for E.ON, as Europe continues to=
=20
liberalize and electricity prices fall as a result. =20

Powergen=01*which generates about 14 percent of the electricity used in Eng=
land=20
and Wales and has electric and gas operations throughout Europe, India, Asi=
a=20
and Australia=01*is a company that became known for its global expansion=20
efforts, especially in the United States. Just last December, Powergen=20
completed a $3.2 billion acquisition of Louisville, Ky.-based LGOEnergy Cor=
p.=20
Powergen had wanted for some time to penetrate the U.S. market, as a result=
=20
of consolidation that had taken place in the United Kingdom. The acquisitio=
n=20
of LGObecame appealing to Powergen because of the U.K. company's desire to=
=20
establish a strong presence in the Midwest market. Altogether, LG&E's two=
=20
utilities and numerous unregulated businesses total about $5 billion in=20
assets, which was thought to support any further expansion that Powergen=20
might have had in mind. =20

Powergen has a market capitalization of $6.66 billion and P/E ratio of 11.0=
2=20
(according to Yahoo Finance). However, the company has struggled over the=
=20
last year. Powergen's primary subsidiary, LGOEnergy, saw its profit for 200=
0=20
decline by 4 percent to $497 million from $518 million. As the parent=20
company, Powergen saw its profits decline by 12 percent in 2000, to $518=20
million from $590 million, although its revenue increased 11 percent to $6=
=20
billion, up from $5.4 billion in 1999. Keep in mind that Powergen's=20
acquisition of LGOwas not completed until December 2000, so LG&E's earnings=
=20
will be reflected fully in its parent's financial report starting this year=
. =20

If E.ON were to acquire Powergen, it would gain several strategic advantage=
s.=20
E.ON would no longer be reliant solely on the German market, where falling=
=20
prices and continued consolidation limit competitive opportunities. In=20
addition, the purchase would give E.ON a hold on generating assets in the=
=20
United Kingdom, and the comparatively low-cost power production, 3.7 millio=
n=20
customers and various business operations that LGOoffers in the United=20
States. =20

As noted, Powergen has acknowledged that it has received approaches from E.=
ON=20
and other companies. Based on available reports, those "other companies" ar=
e=20
most likely RWE (Germany's largest power supplier and a rival of E.ON),=20
Vivendi and Suez Lyonnaise (French mega-utilities) and an unnamed American=
=20
power company (Enron or Southern Energy would be my best guess). However,=
=20
word from its management team is that Powergen is not interested in getting=
=20
tied up (as a purchased entity) in merger or acquisition proceedings at thi=
s=20
time as it may be planning additional purchases of its own in the United=20
States. =20

On the other hand, the rationale for Powergen to be sold to a company like=
=20
E.ON is taking shape. British restructuring law has forced large generators=
=20
to sell power stations to reduce any likelihood of market power. As a resul=
t,=20
Powergen has morphed from a pure U.K. generating company to a broad-based=
=20
company engaged in telecommunications, gas, and distribution services. Ed=
=20
Wallis, Powergen's CEO, has stated that presently it has become very=20
difficult for Powergen to compete with larger rivals in an enlarged Europea=
n=20
market. As noted, Powergen's strategy over the last year has been one of=20
further expansion in the United States, and the purchase of LGOwas perhaps=
=20
more expensive than Powergen had planned. In order to make further U.S.=20
acquisitions, Powergen needs adequate capital or equity in order to finance=
=20
the acquisition, something that has become more difficult since its purchas=
e=20
of LG&E. =20

Nevertheless, if the deal takes place it will require regulatory approval i=
n=20
the United States from FERC, the SEC and the Kentucky Public Service=20
Commission (among other possible agencies). The climate for U.S. energy=20
industry mergers and acquisitions has become rather turbulent in recent=20
weeks. Three high-profile mergers (Entergy / FPL Group, Con Edison /=20
Northeast Utilities and Sierra Pacific Resources / Portland General) have a=
ll=20
encountered difficulties that could derail their pending deals. In addition=
,=20
according to a recent report in the Wall Street Journal, announced worldwid=
e=20
mergers and acquisitions this year totaled $390.4 billion (as of March 21),=
=20
which is about one-third of the volume during the same period last year.=20
Also, about 164 merger deals have been withdrawn from the market, compared=
=20
with 153 deals that were withdrawn for the same period last year, according=
=20
to the WSJ report. =20

Analysts that have been closely watching the potential for an E.ON / Powerg=
en=20
deal say that Powergen's U.S. operations in LGOcould prove to be a major=20
stumbling block for the two companies, and that E.ON may find U.S. regulato=
ry=20
requirements to be much more stringent than those in Europe. Specifically,=
=20
the SEC has strict rules regarding what kinds of companies can own public=
=20
utilities (a category into which LGOfalls) and E.ON's diverse, non-power=20
operations may send some red flags to American regulators. Consequently,=
=20
although E.ON appears rather confident that this deal will be completed=20
rather soon, Powergen's reported resistance and U.S. regulatory obstacles m=
ay=20
thwart this yet-to-be-formally-announced partnership. =20

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