25 September 2013 I Deals and Cases

AET and Six Municipalities of Canton Ticino Purchase from Alpiq 60.89% of the Shares in Società Elettrica Sopracenerina SA

On 29 May 2013, Alpiq AG and PRH Holding SA signed a purchase agreement in respect of 60.89% of the shares in Società Elettrica Sopracenerina SA (SES). The energy distributor SES is listed on the SIX Swiss Exchange. PRH Holding SA was formed by Azienda elettrica ticinese (AET) and the Ticino municipalities of Biasca, Gambarogno, Locarno, Losone, Minusio and Muralto for the purchase of the SES participation. The agreed transaction takes into consideration the local conditions and in particular the interests of the communities of the energy distribution area of SES. The parties agreed on a price of approximately CHF 94 million. After the approval of the Grand Council of Canton Ticino on 18 June 2013, the transaction is expected to be executed following clearance by the Swiss Competition Commission before the end of summer 2013. Subsequently, the minority shareholders of SES may tender their shares in a tender offer of PRH Holding SA.

Bär & Karrer assists PRH Holding SA in this transaction. The Bär & Karrer team, led from the Lugano office, consists of Paolo Bottini with the support of Daniele Lardi, as well as with Thomas Reutter and Mariel Hoch (takeover law), Phyllis Scholl (energy law), Mani Reinert (competition law), Massimo Vanotti (notary), Matthias Bizzarro and Oliver Engel (due diligence).