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Eni Closes Acquisition of Majority Stake in Distrigas

October 31, 2008

Italian energy major Eni has closed its acquisition of a 57.24% interest in the Belgian company Distrigas from Suez-Tractebel based on a sale and purchase agreement that was entered into with Suez in May 2008. The closing of the acquisition was conditional on, among other things, the approval of the European Commission which was received on October 15, 2008.

According to Eni, the acquisition of Distrigas holds a strategic rationale as it is part of Eni’s objective of strengthening its leadership in the European gas sector. The deal is expected to provide Eni a strong foothold in Belgium and in the Benelux region, a key area in the European gas market due to its geographic position and its high level of interconnectivity with the Center-North European transit gas networks.

Distrigas supplies natural gas to industrial customers, resellers and electricity producers in Belgium. It also sells gas in France, Germany, the Netherlands and Luxembourg, owns the gas carrier Methania and is a participant in Interconnector UK Limited, the company that owns the interconnection of the transit gas networks between Belgium and the UK.

The agreed price for Eni’s acquisition of the 57.24% interest in Distrigas pursuant to the sale agreement was E2.73 billion, equal to E6,809.64 per share ex-dividend. In July 2008, Distrigas sold Distrigas & Co to Fluxys and Huberator.

As part of that sale, Fluxys and Huberator agreed that they will, in certain circumstances, pay an amount of additional consideration to Distrigas in accordance with the price increase provisions set out in the sale agreement. As part of the sale, Eni has agreed that in the event that Distrigas receives a price increase within five years of the closing of its sale of Distrigas & Co, Eni will pay a sum equal to a pro rata amount of such increase to Suez.

Following the completion of its acquisition of Suez’s majority stake in Distrigas, Eni is authorized to launch a mandatory tender offer on the remaining shares of Distrigas in accordance with Belgian takeover legislation. The acquisition was carried out, and the mandatory tender offer will be carried out, by Eni Gas & Power Belgium, a company wholly controlled by Eni.




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