Environmental Services — July 27, 2010

Agreement Between Hera and the EISER Global Infrastructure Fund on 20% of Herambiente

- Transaction Pursued With a Medium/Long Term Investment Perspective, Which Will Contribute to the Improvement of Herambiente's Leadership in the Environment Business at a Nationwide Level

BOLOGNA, Italy, July 27 /CNW/ - Hera Group and a company controlled by EISER Infrastructure Limited (Ambiente Arancione Cooperatief U.A) have signed today a binding agreement for the acquisition of a 20% stake in the share capital of Herambiente, the holding company of the Hera Group in the environment business.

The price paid for the 20% stake is EUR 105.6 million (subject to adjustments according to the change in the net financial position from 31 December 2009), which implies a valuation of 100% of the equity of Herambiente of EUR 528 million. In addition, EISER will have the option, exercisable within 3 months from completion of the acquisition of the 20% stake, to acquire up to an additional 5% of Herambiente, at a price per share equal to the price paid on the 20% stake.

Herambiente, incorporated on 1 July 2009, is leader in Italy in the urban and special waste treatment sector. The Group manages the entire cycle of the waste treatment business, excluding the waste collection, and owns 77 plants (landfills, waste to energy, selection, composting, chemical-physical, biostabilization, biogas, anaerobic digestion, sludge treatment, inertization and storage plants). In particular, Herambiente manages 7 WTE plants (of which 5 were recently built), 11 landfills and an installed capacity for energy recovery exceeding 110 MW.

In 2009, Herambiente has treated 5.0 million tons of waste, of which 1.7 million urban and 3.3 million special (including sub-products), and had consolidated revenues of approx. EUR 368 million, EBITDA of EUR 148 million and Net Income of EUR 28 million.

The EISER Global Infrastructure Fund ("EISER") is one of the leading European infrastructure funds, with total committed funds of over EUR 1.1 billion, and is managed by EISER Infrastructure Limited. EISER has already made equity commitments in 10 companies, mainly in the EU, with an aggregate enterprise value exceeding EUR 3 billion. EISER enjoys a considerable experience in the environmental business, having acquired in 2007 a participation in Cory Environmental, a company that operates on the UK market and is in the process of building a waste to energy (WTE) plant in South East London. EISER is already present in Italy as it is the 100% owner of a gas transmission company, Società Gasdotti Italia.

"With this transaction - the Chairman of Hera Tomaso Tommasi di Vignano commented - Hera and Herambiente acquire a first-class financial partner and shareholder, with a medium/long term investment horizon, that will accompany Herambiente in its growth path towards a further and progressive improvement of its nationwide leadership built in the last years".

Hans Meissner, CEO of EISER Infrastructure Limited commented: "We are delighted to announce this transaction. Herambiente is an outstanding business and the Italian waste sector represents a considerable opportunity for growth and improvement as the sector transitions toward more sustainable waste management processes. EISER also looks forward to building upon its relationship with Hera to further develop its existing infrastructure presence in Italy."

The closing of the transaction, which is subject to antitrust approval, is expected in September 2010.

Hera has been assisted by Lazard & Co. S.r.l. as financial advisor, and by LS Lexjus Sinacta and Dewey & LeBoeuf as legal counsels; EISER by Citi as financial advisor and Latham & Watkins as legal counsel.

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