|
Transaction
Valuation(1)
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Amount
of Filing Fee(2)
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$5,236,570,579
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$560,313
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x
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and
identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its filing.
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||
|
Amount
Previously Paid: $560,313
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|||
| Form or Registration No.: Schedule TO | |||
| Filing Party: |
E.ON Aktiengesellschaft
E.ON
Zwölfte Verwaltungs GmbH
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||
| Date Filed: January 26, 2007 | |||
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|||
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☐
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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which
the
statement relates:
|
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|
x
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third-party
tender offer subject to Rule 14d-1.
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☐
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issuer
tender offer subject to Rule 13e-4.
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☐
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going-private
transaction subject to Rule 13e-3
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☐
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amendment
to Schedule 13D under Rule 13d-2
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Check
the following box if the filing is a final amendment reporting the
results
of the tender offer: ☐
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Exhibit
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Description
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(a)(5)(P)
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Transcript
of the Investor Conference Call on February 3, 2007
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| E.ON Zwölfte Verwaltungs GmbH | ||
| |
|
|
| By: | /s/ Karl-Heinz Feldmann | |
| Name: Mr. Karl-Heinz Feldmann | ||
| Title: Managing Director | ||
| By: | /s/ Dr. Patrick Wolff | |
| Name: Dr. Patrick Wolff | ||
| Title: Managing Director | ||
| E.ON Aktiengesellschaft | ||
| |
|
|
| By: | /s/ Dr. Michael Gaul | |
| Name: Dr. Michael Gaul | ||
| Title: Member of the Board of Management | ||
| By: | /s/ Karl-Heinz Feldmann | |
| Name: Mr. Karl-Heinz Feldmann | ||
| Title: Senior Vice President and General Counsel | ||
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Exhibit
|
Description
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(a)(1)(A)
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Offer
to Purchase dated January 26, 2007
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(a)(1)(B)
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Form
of Share Form of Acceptance
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(a)(1)(C)
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Form
of ADS Letter of Transmittal
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(a)(1)(D)
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Form
of Notice of Guaranteed Delivery
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(a)(1)(E)
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Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other
Nominees
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(a)(1)(F)
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Form
of Letter to Holders of American Depositary Receipts
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(a)(1)(G)
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Form
of Letter to Financial Intermediaries and Custodians
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(a)(1)(H)
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Form
of Letter to Holders of Ordinary Shares
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(a)(1)(I)
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Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form
W−9
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(a)(1)(J)
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Limited
Due Diligence Information Obtained from Endesa
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(a)(5)(A)
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Press
Release dated February 21, 2006, announcing the cash offer for Endesa,
incorporated by reference to the pre-commencement Schedule TO filed
by
E.ON on February 21, 2006
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(a)(5)(B)
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Press
Release dated September 26, 2006, announcing the intention to increase
the
offer price to at least 35.00, incorporated by reference to the
pre-commencement Schedule TO filed by E.ON on September 26,
2006
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(a)(5)(C)
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English
translation of the Relevant Notice filed with the CNMV on January
2, 2007,
announcing the intention to reduce the increased offer price to at
least
34.50, incorporated by reference to the pre-commencement Schedule
TO filed
by E.ON on January 3, 2007
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(a)(5)(D)
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Form
of Summary Advertisement, published in The Wall Street Journal on
January
26, 2007
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(a)(5)(E)
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Press
Release dated January 26, 2007, announcing the intention to submit
E.ON
12’s final offer via the Spanish “sealed envelope” procedure
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(a)(5)(F)
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English
translation of an advertisement relating to the Offers published
in the
Spanish press
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(a)(5)(G)
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Investor
Presentation February 2007
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(a)(5)(H)
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Press
release dated February 2, 2007, announcing E.ON 12’s intention to submit
its final bid to the CNMV
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(a)(5)(I)
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English
translation of the ad-hoc notice filed with the German BaFin on February
2, 2007, announcing the submission of E.ON 12’s final bid to the
CNMV
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(a)(5)(J)
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Press
Release dated February 3, 2007, announcing the submission of E.ON
12’s
final bid to the CNMV
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(a)(5)(K)
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Transcript
of the Press Conference Speech by Dr. Wulf H. Bernotat on February
3,
2007
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(a)(5)(L)
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Presentation
dated February 3, 2007
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(a)(5)(M)
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Transcript
of the Investor Conference Call Speech by Dr. Wulf H. Bernotat on
February
3, 2007
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(a)(5)(N)
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Transcript
of the Press Conference held on February 3, 2007
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(a)(5)(O)
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Press
Release dated February 6, 2007
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| (a)(5)(P) | Transcript of the Investor Conference Call on February 3, 2007 |
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(b)(1)
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Syndicated
Term and Guarantee Facility Agreement, dated October 16, 2006,
between and
among E.ON, as Original Borrower and Guarantor, HSBC Bank plc,
Citigroup
Global Markets Limited, J.P. Morgan plc, BNP Paribas, The Royal
Bank of
Scotland plc and Deutsche Bank AG, as mandated lead arrangers and
the
other parties thereto
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(b)(2)
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Term
Loan and Guarantee Facility Agreement, dated February 2, 2007, between
and
among E.ON, as Original Borrower and Guarantor, HSBC Bank plc., Citigroup
Global Markets Limited, J.P. Morgan plc, BNP Paribas, The Royal Bank
of
Scotland plc and Deutsche Bank AG, as mandated lead arrangers and
the
other parties thereto
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(d)(1)
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Confidentiality
Agreement, dated January 16, 2006, between E.ON and Endesa
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(g)
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Not
applicable
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(h)
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Not
applicable
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