Squire, Sanders & Dempsey

01 Feb 2000



Leading law firms Simmons & Simmons and Squire, Sanders & Dempsey advised Union Fenosa Desarrollo y Accion Exterior, S.A. ("Union Fenosa ACEX") in connection with the recommended mandatory cash offers by UFACEX UK Holdings PLC ("UFACEX UK"), a wholly-owned subsidiary of Union Fenosa ACEX, for Cambridge Water PLC. The offers, which are being made for cash with an election for loan notes, value the share capital of Cambridge Water PLC at approximately £54.2 million, representing a premium of 11.1% over the middle market price in late August 1999. The offers were made on 17 December 1999, were declared unconditional as to acceptances on 30 December 1999 and became unconditional in all respects on 10 January 2000.

Prior to the announcement of the offers on 14 December 1999, UFACEX UK had acquired over 30% of the issued share capital of Cambridge Water PLC, making the offers mandatory under Rule 9 of the City Code on Takeovers and Mergers.

Union Fenosa (the parent company of Union Fenosa ACEX) is listed on the Madrid Stock Exchange and is the third largest Spanish electricity company. The purchase of Cambridge Water PLC will be the Spanish group's first acquisition in the UK, adding to its many investment interests in Spain and abroad (mainly in Latin America, with other investments in Africa and the Asia Pacific Region). Union Fenosa Group of companies' turnover was around £1.3 billion with a net income of £105 million in 1998 (last audited year). Currently it has operations in more than 30 countries of Europe, America, Asia and Africa.

The Simmons & Simmons team comprised Corporate partners Alan Karter and Martin Saywell, and included Selina Sagayam, Alex Iapichino, Andrew Maronge and Clare Readman (Corporate), partner Paul Hale and Gareth Amdor (Tax), and Jenny Block (Regulatory).

The Squire, Sanders & Dempsey team comprised James Nimmo and Abayomi Akinjide of the London office and Javier Santos and Rodrigo Achirica of the Madrid office.

SG Hambros Corporate Finance Advisory and Banco Santander Central Hispano also advised Union Fenosa ACEX.

Cambridge Water PLC was advised by Beachcroft Wansbroughs and ING Barings Limited. Ashurst Morris Crisp acted for ING Barings Limited. Notes for editors:

1. Simmons & Simmons is worldclass law firm with offices in London, Paris, Brussels, Düsseldorf, Lisbon, Milan, Rome, Madrid, Abu Dhabi, Hong Kong, Shanghai and New York with over 1,400 staff worldwide. For further information on Simmons & Simmons please visit our website at www.simmons-simmons.com

2. The Corporate Department at Simmons & Simmons comprises over 220 legal staff (115 in London), including 47 partners (27 in London). It advises on the whole range of corporate finance activity, and mergers and acquisitions as well as other corporate law matters for listed and unlisted companies, in the United Kingdom and overseas.

3. Squire, Sanders & Dempsey is a full-service, international law firm with 20 offices throughout Europe, Asia and North America, and 18 affiliated offices in China through the Renaissance Network. The firm's corporate practice consists of advising both domestic and international clients in all corporate, commercial and transactional matters. Most activities have an international element. Transactions include complex cross-border international mergers and acquisitions, joint ventures, project finance, capital markets, due diligence, management buy-outs, company restructuring, reorganisations and workouts, often in multiple jurisdictions.

For further information, please contact:
Alan Karter/Martin Saywell, Simmons & Simmons
Louise Resnick, Media Relations Manager, Simmons & Simmons on 020 7628 2020
James Nimmo/Abayomi Akinjide, Squire, Sanders & Dempsey on 020 7776 5200
Sue Ryder, European Marketing Manager, Squire, Sanders & Dempsey on direct telephone 020 7776 5204