20061106Merger Suez, Gaz de France.pdf

Of)3'(ji
WALTON F. HILL
Senior Vice President
Regulatory Relations & Strategy
~~J United Water..:s.~ez.
200 Old Hook Road , Harrington Park, NJ 07640
Tel: [phone]. Fax: [phone]
Walton. Hill(g)unitedwater.com
VIA FEDEX
November 2 , 2006
c: r--,)
:j g
C'"\
:z:"", 0IT1:::;- ..c:;:
CL .
: ~
c:;
c:JiCI 0
.,,:.(').,.-
Ms. Jean Jewell , Secretary
Idaho Public Utilities Commission
472 W. Washington
O. Box 83720
Boise , Idaho 83720-0074
Re:United Water Idaho Inc.
Merger-Suez and Gaz de France
Dear Ms. Jewell:
This is to notify the Commission of the planned merger of Suez, the ultimate parent of
United Water Idaho Inc.
, ("
Company ), with and into Gaz de France (GdF), anticipated
to close by the end of this year. In 2000, Suez acquired all the remaining publicly held
shares of United Water Resources Inc. (UWR), making UWR and the Company wholly
owned subsidiaries. Earlier this year , Suez and GdF announced their intention to merge
contingent on certain approvals and necessary changes in French law and regulations.
Many of these changes have now occurred and the parties have signed a Memorandum of
Understanding which is attached. Also attached are summary corporate organization
charts showing the corporate structure before and after the planned merger.
The Company is a wholly-owned subsidiary of United Waterworks Inc., which is a wholly-
owned subsidiary of United Water Resources Inc. ("UWR") a holding company for United
Water s U. S. regulated water companies. UWR is a wholly-owned subsidiary of United
Water Inc., which is one of the nation s largest water services companies, providing water
and wastewater services through its regulated utilities and non-regulated municipal
contract operations to more than 7.5 million people in over 400 communities in 19
states.
United Water Inc. is a Delaware corporation and a subsidiary of Ondeo North America
Inc. ("ONA"), also a Delaware corporation , which holds the North American water and
environmental businesses of Suez. ONA is a wholly-owned subsidiary of Suez
Environnement, a corporation organized and existing under the laws of the Republic of
France , which holds the global water and environmental services businesses of Suez.
Suez Environnement is a wholly-owned subsidiary of Suez , a corporation organized and
existing under the laws of the Republic of France, with its shares publicly traded on the
Paris Bourse and on the New York Stock Exchange. Suez is an international energy and
environmental services group that produces electricity, trades and sells gas and power
provides gas transportation and distribution services, and provides environmental
WWW.UNITEDWATER.COM
Ms. Jean Jewell , Secretary
Idaho Public Utilities Commission
November 2 , 2006
Page 2
services including water , sanitation , and waste management to customers around the
world , with operations in more than 120 countries.
GdF is an integrated energy utility that previously was a public-sector entity, but became
a corporation pursuant to legislation enacted in France in 2004. GdF's energy supply
and services branch engages in commercial energy activities from production to
customer service. Its infrastructure branch involves regulated energy activities , including
the transmission , regasification , storage , and distribution of natural gas. Eighty-five
percent of the revenues of GdF derive from operations in Europe. GdF is currently 80%
owned by the French government, and after the transaction , the new corporation will be
about 35% owned by the French government.
As a result of the transaction , the new entity will have a 100 percent indirect ownership
interest in the Company. After the transaction , the Company will continue to offer the
same services currently provided with no change in the rates or terms and conditions of
service. The Company will continue to be a regulated public utility subject to the
jurisdiction of the Commission. There will be no change to the Company s financial
statements or condition , nor will any transaction costs , goodwill or transaction premium
be recorded on the Company s books of account. The indirect transfer of control
resulting from this transaction will be seamless and transparent to customers.
The planned transaction does not require approval under the provisions of Idaho Code
Section 61-328, or any other section of Title 61 , since the Company is not an electric
utility, and since this transaction involves holding companies far removed from the
Company, which are not regulated public utilities, under the Idaho Public Utility Law.
If there are any questions or if additional information is needed , please call me at (201)-
750-5275.
Walton F. Hill
Senior Vice President
Regulatory Relations and Strategy
cc:G. Wyatt
J. Miller , McDevitt & Miller
R. Gerber
R. lacullo
BETWEEN
MEMORANDUM OF UNDERSTANDING
Suez, a company organized under the laws ofthe Republic of France, with registered office at
16, rue de la Ville l'Eveque, 75008 Paris, registered under number Siren 542 062 559 with the
Paris Trade Register, with a capital of 2 542 112 118 euros, duly represented by its Chief
Executive Officer, Mr. Gerard Mestrallet, duly empowered to execute the present agreement;
and
hereafter referred to as "Suez
Gaz de France, a company organized under the laws of the Republic of France, with
registered office at 23 rue Philibert Delonne, 75017 Paris, registered under number Siren 542
107651 with the Paris Trade Register, with a capital of983 871 988 euros, duly represented
by its Chief Executive Officer, Mr. Jean-Franyois Cirelli, duly empowered to execute the
present agreement;
hereafter referred to as "Gaz de France
hereafter collectively referred to as the "Parties
The Parties publicly announced on 27 February 2006 that the Board of Directors of
Suez and the Board of Directors of Gaz de France had approved the principle of a
proposed friendly merger between the two groups and accordingly the Parties had
published a common press release (Appendix 1) reflecting the tenns of the
proposed merger between the two groups presented to the Board of Directors of
Suez and the Board of Directors of Gaz de France.
The Parties undertake to use their best endeavors to negotiate in good faith the
defmitive merger agreement setting up the final terms and conditions of the
proposed merger. To that effect, the Parties agree to use their best efforts to submit
to their respective Board of Directors for approval the definitive merger agreement
on October 20, 2006 at the latest.
The Parties undertake to use their best efforts and to coopera1e in order to obtain in
due time all the necessary regulatory approval required by applicable laws and
regulation.
The Parties agree that they will conduct limited due diligences before the
execution of the definitive merger agreement.
The Parties undertake to use their best efforts to finalize the proposed merger
before December 31 , 2006.
This memorandum of understanding shall governed by French law and any dispute
relating to the interpretation or the execution of this memorandum
understanding shall be submitted to the exclusive jurisdiction of the Tribunal de
commerce de Paris.
Paris, 28 July 2006 Paris, 15 SfP. 'ROe
iOv
J n-Franyois Cirelli
Chief Ex utive Officer Gaz de France
.........,...--....
UN
I
T
E
D

WA
T
E
R

0

W
N
E
R
S
H
I
P

C
H
A
I
N
-
ID
A
H
O
PR
E
-
ME
R
G
E
R
PO
S
T
-
ME
R
G
E
R
Su
e
z

S
A
(F
R
A
N
C
E
)
Su
e
z

E
n
v
i
r
o
n
n
e
m
e
n
t
(F
R
A
N
C
E
)
On
d
e
o
No
r
t
h

A
m
e
r
i
c
a

I
n
c
.
(D
E
)
Un
i
t
e
d

W
a
t
e
r

I
n
c
.
(D
E
)
Un
i
t
e
d

W
a
t
e
r
Re
s
o
u
r
c
e
s

I
n
c
.
(N
J
)
Un
i
t
e
d
Wa
t
e
r
w
o
r
k
s

I
n
c
.
(D
E
)
Un
i
t
e
d

W
a
t
e
r
Id
a
h
o

I
n
c
.
(I
D
)
Ga
z

d
e

F
r
a
n
c
e
/
S
u
e
z

S
A
Me
r
g
e
d

E
n
t
i
t
y
(F
R
A
N
C
E
)
Su
e
z

E
n
v
i
r
o
n
n
e
m
e
n
t
(F
R
A
N
C
E
)
On
d
e
o
No
r
t
h

A
m
e
r
i
c
a

I
n
c
.
(D
E
)
Un
i
t
e
d

W
a
t
e
r

I
n
c
.
(D
E
)
Un
i
t
e
d

W
a
t
e
r
Re
s
o
u
r
c
e
s

I
n
c
.
(N
J
)
Un
i
t
e
d
Wa
t
e
r
w
o
r
k
s

I
n
c
.
(D
E
)
Un
i
t
e
d

W
a
t
e
r
Id
a
h
o

I
n
c
.
(I
D
)