E.ON AG - Form 6-K

Ad hoc release dated February 2, 2007, regarding the offer price for Endesa
S.A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		E.ON AG

Date: 02/05/2007	By:	/s/ Michael C. Wilhelm
	Name:	Michael C. Wilhelm
	Title:	Senior Vice President Accounting

EXHIBIT INDEX

Exhibit No.		Description

99.1		Ad hoc release dated February 2, 2007

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit EX-99.1

Düsseldorf, February 2, 2007

Ad Hoc Release Pursuant to Sec. 15 of the German Securities Trading Act (WpHG)

Subject: Offer Price for Endesa S.A.

E.ON Offers 38.75 Euros per Share/ADR for Endesa

E.ON AG today filed with the Spanish stock market regulator as part of the sealed envelope procedure an offer of 38.75 euros per share and ADR as a final price for the announced acquisition of Endesa S.A. This corresponds to a total consideration of 41 billion euros for 100 percent of the shares in Endesa. The transactions meets E.ON’s financial criteria on this basis as well.

The new price per share includes a premium of 109 percent on Endesa’s closing share price on September 2, 2005, the last trading day prior to the publication of the bid by Gas Natural. It is even slightly above Endesa’s average last 10 day share price at the Madrid Stock Exchange.

In the event that Endesa, S.A. pays any dividend before closing, the overall offer value of 38.75 euros per share shall be reduced accordingly.

E.ON’s takeover bid is subject to the following conditions:

a) E.ON acquires at least 529,481,934 shares in Endesa, corresponding to 50.01 percent of Endesa’s share capital.

b) Endesa’s shareholders’ meeting passes a resolution to make the following amendments to its articles of association: amendment to Art. 32 of the articles of association to abolish the limitation on voting rights; amendment to further articles concerning the criteria for the composition of the Board of Directors and nominations of directors and the chief executive officer.

E.ON AG
E.ON-Platz 1
40479 Düsseldorf
Deutschland / Germany

ISIN:
DE0007614406 (DAX)
WKN:
761440
Listed:
Official market in Berlin-Bremen, Düsseldorf, Frankfurt (Prime Standard), Hamburg, Hanover, Munich and Stuttgart; Eurex; New York

- End of Ad Hoc Release – February 2, 2007

E.ON AG ———————————————————————————————————
(Translation of registrant’s name into English)

E.ON AG E.ON-Platz 1 D-40479 Düsseldorf Germany
——————————————————————————————————— (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No