SC 14D9 1 a4988988.txt ENDESA ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------------------------------------------- SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------------------------------------------------------------- ENDESA, S.A. (Name of Subject Company) -------------------------------------------------------------------------------- ENDESA, S.A. (Name of Person(s) Filing Statement) -------------------------------------------------------------------------------- Ordinary shares, nominal value (euro)1.20 each American Depositary Shares, each representing the right to receive one ordinary share (Title of Class of Securities) 00029274F1 (CUSIP Number of Class of Securities) Alvaro Perez de Lema Authorized Representative of Endesa, S.A. 410 Park Avenue, Suite 410 New York, NY 10022 (212) 750-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) With a Copy to: Sergio J. Galvis, Richard A. Pollack, Angel L. Saad Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 1 (212) 558-4000 [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ IMPORTANT LEGAL INFORMATION The following document was made available to shareholdersof Endesa, S.A. (the "Company" or "Endesa") on October 5th, 2005. Endesa shareholders are urged to read Endesa's Solicitation/Recommendation Statement on Schedule 14D-9 when it is filed by the Company with the U.S. Securities and Exchange Commission (the "SEC"), as it will contain important information. The Solicitation/Recommendation Statement and other public filings made from time to time by the Company with the SEC are available without charge from the SEC's website at www.sec.gov and at the Company's principal executive offices in Madrid, Spain. Statements in this document other than factual or historical information are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements regarding Endesa's anticipated financial and operating results and statistics are not guarantees of future performance and are subject to material risks, uncertainties, changes and other factors which may be beyond Endesa's control or may be difficult to predict. Forward-looking statements could include, but are not limited to, statements regarding: (1) estimated future earnings; (2) anticipated increases in wind and CCGTs generation and market share; (3) expected increases in demand for gas and gas sourcing; (4) management strategy and goals; (5) estimated cost reductions and increased efficiency; (6) anticipated developments affecting tariffs, pricing structures and other regulatory matters; (7) anticipated growth in Italy, France and elsewhere in Europe; (8) estimated capital expenditures and other investments; (9) expected asset disposals; (10) estimated increases in capacity and output and changes in capacity mix; (11) repowering of capacity; and (12) macroeconomic conditions. For all of these-forward looking statements, Endesa claims the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Endesa disclaims any obligation to revise or update any forward-looking statements in this document. The following important factors, in addition to those discussed elsewhere in this document, could cause actual financial and operating results and statistics to differ materially from those expressed in our forward-looking statements: o Economic and Industry Conditions: materially adverse changes in economic or industry conditions generally or in our markets; the effect of existing regulations and regulatory changes; tariff reductions; the impact of any fluctuations in interest rates; the impact of fluctuations in exchange rates; natural disasters; the impact of more stringent environmental regulations and the inherent environmental risks relating to our business operations; and the potential liabilities relating to our nuclear facilities. o Transaction or Commercial Factors: any delays in or failure to obtain necessary regulatory, antitrust and other approvals for our proposed acquisitions or asset disposals, or any conditions imposed in connection with such approvals; our ability to integrate acquired businesses successfully; the challenges inherent in diverting management's focus and resources from other strategic opportunities and from operational matters during the process of integrating acquired businesses; the outcome of any negotiations with partners and governments; any delays in or failure to obtain necessary regulatory approvals (including environmental) to construct new facilities or repower or enhance our existing facilities; shortages or changes in the price of equipment, materials or labor; opposition of political and ethnic groups; adverse changes in the political and regulatory environment in the countries where we and our related companies operate; adverse weather conditions, which may delay the completion of power plants or substations, or natural disasters, accidents or other unforeseen events; and the inability to obtain financing at rates that are satisfactory to us. o Political/Governmental Factors: political conditions in Latin America and changes in Spanish, European and foreign laws, regulations and taxes. o Operating Factors: technical difficulties; changes in operating conditions and costs; the ability to implement cost reduction plans; the ability to maintain a stable supply of coal, fuel and gas and the impact of fluctuations on fuel and gas prices; acquisitions or restructurings; and the ability to implement an international and diversification strategy successfully. o Competitive Factors: the actions of competitors; changes in competition and pricing environments; the entry of new competitors in our markets. [LOGO] ENDESA'S DISCLOSURE New York, October 5, 2005.- The press release issued today, October 5, 2005, by Gas Natural, which contains a number of false statements, reveal the difficulties the company is facing in reaching its goal of gaining control of Endesa (NYSE:ELE) without paying a fair price to shareholders. All Gas Natural should be saying to Endesa's shareholders are the terms of its takeover bid. Endesa's only objective is to ensure its shareholders understand and value what they possess and the company will continue to spread this message. Endesa's pursuit of this objective is unwelcome by a bidder like Gas Natural, which aims to acquire Endesa paying an inadequate price, operates with a lack of transparency and is obsessed with silencing others' opinions. This is clearly demonstrated by Gas Natural's ongoing attempts to prevent Endesa's shareholders from exercising their legitimate rights to gain access to more information. With this in mind, Endesa points out yet again that, to this date, the content of certain important agreements, such as the one Gas Natural and Iberdrola have supposedly signed, has not been disclosed publicly.