Shell and Bechtel Announce Sale of InterGen

InterGen shareholders Shell Generating and Bechtel Enterprises Energy announced on Tuesday, April 18th their decision to sell InterGen N.V. and ten of its power plants to a partnership between AIG Highstar Capital and Ontario Teachers’ Pension Plan. The transaction is expected to close mid-2005 and is subject to certain conditions and regulatory approvals.

Below are the Shell and Ontario Teachers’ Pension Plan press releases.



Shell and Bechtel agree to $1.75 billion sale of InterGen
April 19, 2005
Press release from www.shell.com.

Shell Generating (Holding) B.V., a subsidiary of The Royal Dutch/Shell Group ("Shell"), and Bechtel Enterprises Energy B.V., a subsidiary of Bechtel Group, Inc., today signed an agreement to sell InterGen N.V. and 10 of its power plants to a partnership between AIG Highstar Capital II L.P. and Ontario Teachers' Pension Plan for $1.75 billion. Excluded from the sale are InterGen's assets in the United States, Colombia, and Turkey, which will be reorganised prior to financial closing and retained by Shell and Bechtel pending further review. The transaction is expected to close mid-2005 and is subject to certain conditions and regulatory approvals.

The InterGen plants to be sold are located in the UK, the Netherlands, Mexico, the Philippines, China, and Australia. InterGen's equity share in these plants amounts to 5,500 megawatts of production capacity.

Shell owns 68 percent of InterGen, with the rest held by privately owned engineering and construction firm Bechtel.

Notes for Editors
Citigroup Global Markets Inc. is acting as financial adviser for Shell, Bechtel, and InterGen in connection with the proposed transaction. Deutsche Bank Securities Inc. is acting as financial advisers for AIG Highstar and Ontario Teachers'.

InterGen currently has interests in 17 plants in operation in 9 countries (UK, Mexico, Colombia, Australia, Philippines, USA, Turkey, China, and the Netherlands), with a total of 9.3 gigawatts of installed capacity (InterGen equity share). InterGen has corporate offices near Boston, Massachusetts, and employs some 650 staff worldwide.

This transaction includes 10 power stations in 6 countries (UK, the Netherlands, Mexico, Australia, the Philippines, and China) together with the corporate offices and management capabilities. The InterGen business has been sold as a going concern. InterGen as sold has approximately $2.7 billion of debt in its consolidated subsidiaries, and the buyer will assume any related obligations. InterGen's proportion of the debt in its unconsolidated subsidiaries, as sold, is approximately $0.9 billion.

AIG Highstar Capital, II, L.P. is a private equity fund sponsored by AIG Global Investment Group, an indirect subsidiary of American International Group, Inc. AIG Global Investment Group (AIGGIG) comprises a group of international investment adviser companies which provide advice, investment products and asset management services to clients around the world. The members of AIGGIG are subsidiaries of American International Group, Inc.

The Ontario Teachers’ Pension Plan is one of Canada’s largest financial institutions with net assets of $85 billion. It invests to secure the retirement income of 255,000 active and retired teachers in the province of Ontario, Canada. With global infrastructure and timberland assets of $3 billion, Ontario Teachers’ is actively seeking opportunities to expand its portfolio. (Website: www.otpp.com)





Ontario Teachers’ and AIG to buy InterGen for $2.2 billion
Press release from www.ottp.com

TORONTO (April 19, 2005): The Ontario Teachers’ Pension Plan has formed a joint venture with AIG Highstar Capital II, L.P. to purchase InterGen N.V. and 10 of its power plants from Shell Generating (Holding) B.V. and Bechtel Enterprises Energy B.V. The purchase price is approximately $2.2 billion (US$1.75 billion), and the transaction is expected to close in mid-2005, subject to certain conditions and regulatory approvals. Ontario Teachers’ and the AIG companies are equal partners in the joint venture.

Jim Leech, Senior Vice-President, Ontario Teachers’ said, “This is an excellent opportunity to build on our existing portfolio of power generation assets that we currently own in partnership with AIG. InterGen has a well diversified international portfolio of new and efficient power assets. As most of the power from these plants is sold under long-term contract, this investment should produce stable and long-term cash flows that are well suited to our growing infrastructure portfolio.”

The InterGen portfolio includes 10 operational power plants with a combined capacity of 5,500 MW in the U.K., the Netherlands, Mexico, Philippines, China and Australia. Combined with jointly owned power generation facilities in the U.S., this acquisition will bring the total capacity for the Ontario Teachers’/AIG generation to 7,000 MW.

The InterGen power facilities are new and represent the most modern, efficient and cleanest thermal facilities in the countries where they operate. Compared with older technologies, InterGen's facilities burn less fuel for every megawatt of power generated with significantly lower emissions.

About Ontario Teachers’
The Ontario Teachers’ Pension Plan is one of Canada’s largest financial institutions with net assets of $85 billion. It invests to secure the retirement income of 255,000 active and retired teachers in the province of Ontario, Canada. With global infrastructure and timberland assets of $3 billion, Ontario Teachers’ is actively seeking opportunities to expand its portfolio.

About AIG
AIG Highstar Capital, II, L.P. is a private equity fund sponsored by AIG Global Investment Group, an indirect subsidiary of American International Group, Inc. AIG Global Investment Group (AIGGIG) comprises a group of international investment adviser companies which provide advice, investment products and asset management services to clients around the world. The members of AIGGIG are subsidiaries of American International Group, Inc.