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10.05.2006 – 08:01

OMV Aktiengesellschaft

euro adhoc: OMV Aktiengesellschaft
Mergers - Acquisitions - Takeovers
OMV and Verbund create leading integrated energy group in Central Europe

  Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
10.05.2006
- Creation of the leading energy group in the growth markets of
Central Europe - Balanced portfolio of oil, gas and power diversifies
risk profile and improves both sustainability and growth - Well
positioned for opportunities created by continued integration and
liberalization of European energy markets - Greater scale to enhance
security of supply and facilitate capture of trading opportunities -
Revenue and cost benefits of at least EUR 100 mn p.a.
OMV, Central Europe’s leading oil and gas group and Verbund,
Austria’s leading power provider, with wide-ranging activities across
Europe, have signed an agreement to form a new energy group, with its
head office in Vienna. The aim of the two companies is to merge as
equal partners, in proportion to their market capitalisation (60/40).
This will create the leading integrated energy group in Central
Europe with profitable growth potential.
The balanced portfolio of oil, gas and power assets which the new
group will have diversifies the risk profile and improves both
sustainability and growth. OMV Verbund will be well-positioned to
take advantage of the opportunities created by the continued
integration and liberalisation of European energy markets.
Furthermore the combination of the respective businesses will
strengthen OMV’s position as a consolidating force along the European
"growth belt". The transaction is expected to close towards the end
of 2006 - subject principally to the agreement of the Austrian
parliament, approval by OMV’s shareholders and the relevant
competition authorities.
Public offer The following steps are needed to create the new energy
group: The Republic of Austria will contribute its 51% interest in
Verbund via ÖIAG to OMV AG in return for a mix of newly issued OMV
Verbund AG shares on a 1 for 6.4893 ratio and against issuance of a
convertible bond. This will be done via a capital increase against an
in-kind contribution excluding the subscription rights of existing
shareholders. Pursuant to the provisions of the Austrian Takeover
Act, the minority shareholders of Verbund AG will benefit from a
pre-emptive mandatory offer with a cash and a share-for-share
alternative. The shareholders of Verbund wishing to accept the
exchange offer can choose to exchange one share of Verbund for 6.5
newly issued OMV Verbund AG shares and those shareholders of Verbund
wishing to accept the cash offer can choose to sell one share of
Verbund for EUR 425 per share (EUR 42.5 after 1:10 stock split). The
price of the cash offer therefore reflects a premium of more than 20%
over the average volume weighted share price of Verbund within the
six-month period prior to this press release in which the intention
to launch a public offer is expressed. Once the OMV Verbund AG
transaction has been completed the new energy group will hold the
controlling majority in Verbund AG.
end of announcement                               euro adhoc 10.05.2006 07:20:00

Further inquiry note:

OMV
Investor Relations:
Ana-Barbara Kuncic
Tel. +43 1 40 440-21443; e-mail: investor.relations@omv.com
Press:
Bettina Gneisz-Al-Ani
Tel. +43 1 40 440-21660; e-mail: bettina.gneisz@omv.com
Thomas Huemer
Tel. +43 1 40 440-21660; e-mail: thomas.huemer@omv.com

Internet Homepage: http://www.omv.com

Branche: Oil & Gas - Downstream activities
ISIN: AT0000743059
WKN: 874341
Index: ATX Prime, ATX
Börsen: Wiener Börse AG / official dealing

Original content of: OMV Aktiengesellschaft, transmitted by news aktuell