E.ON creates a unique opportunity for Endesa shareholders

Dusseldorf (ots) - E.ON has raised its final offer price for
Endesa to EUR 38.75 per share, creating an outstanding opportunity
for Endesa's shareholders. The consideration for 100 per cent of
Endesa amounts to EUR 41 bln.

E.ON's increased final offer, which cannot be increased any
further, represents an attractive premium of 109% to the price of
Endesa's shares on September 2, 2005, the last trading day before Gas
Natural launched its offer for Endesa. The revised price is also
slightly above Endesa's average last 10 day share price which has
been quite driven by speculation.

E.ON Chief Executive Wulf Bernotat said, "Our offer is based on
our revised fundamental valuation of Endesa's business, and
demonstrates once again our commitment to bringing this process to a
successful conclusion. We are convinced that our offer is both
compelling and unique for Endesa shareholders."

E.ON's offer secures the integrity of Endesa's business, and
provides a compelling strategic vision for its future. E.ON is fully
committed to maintaining Endesa's stable financial structure, its
integrity and delivering its investment plans. Endesa will be
responsible for managing the new market unit for Southern Europe and
Latin America, with the headquarters continuing to be based in
Madrid.

Shaping Europe's energy market
As part of E.ON, Endesa and its employees will carry a highly
influential voice in Europe's leading utility company. The
transaction will create one of the central players in helping to
shape a single European energy market, leading to deeper regional
interconnection and a more effective use of the EU's energy
infrastructure.

E.ON is fully committed to supporting a single European energy
market and the transaction will lead to increased competition in
Spain and will ensure Spanish consumers enjoy a higher quality of
service. Spanish consumers will also benefit from increased security
of supply. The transaction will create a business with the scale and
resources to carry out the necessary investments to renew and develop
Europe's energy infrastructure. It will also have the capacity to
leverage and negotiate with the primary energy producers across the
world.

The combined company will not only help pave the way for the
European energy market but will create a world leading energy company
with increased scale and geographic scope. With its excellent
positions in its key markets of Spain, Southern Europe, and Latin
America, Endesa will have an important role to play within the E.ON
Group.

A financially attractive transaction
The transaction, which meets E.ON's stringent financial criteria,
is expected to be earnings enhancing in the first full year of the
acquisition and will deliver returns above its cost of capital three
years after acquisition. E.ON also expects to create a further 600
million euros per year of additional value from 2010 from the
combination of E.ON and Endesa. Most of the value will be created by
sharing best practice through the group. By combining E.ON and
Endesa, the group build on its strengths and take advantage of the
increased scale and size to deliver best value to all our
stakeholders.

The company will have the financial strength needed for further
investments in the energy sector, and the investment plans of E.ON
and Endesa will fully remain in place.

Conditions of the offer
As announced earlier, the completion of the offer is conditional
upon:

a) E.ON acquiring a minimum of 529,481,934 shares of Endesa
representing 50.01 per cent of the issued share capital of Endesa as
a result of the Offer;

b) At Endesa's shareholder meeting, Endesa's shareholders
resolving certain provisions, including the amendment of article 32
of its Articles of Association to remove any limitation or
restriction regarding the number of votes capable of being exercised
by Endesa shareholders; as well as the amendment of other articles
related to the composition of the Board and the appointment of
director or Chief Executive Officer.

Media Contacts
E.ON AG, Corporate Communications
Dr. Peter Blau +49 (0)211 45 79 627
Josef Nelles +49 (0)211 45 79 544

Spain
Deva +34 91 360 1720
Gonzalo Lacalle +34 677 405 341
Juan Torres +34 666 582 837

UK / International
Finsbury Group +44 (0)20 7251 3801
Rollo Head +44 (0)7768 994 987

On the 26 of January 2007, E.ON Aktiengesellschaft ("E.ON"),
through its wholly owned subsidiary E.ON Zwölfte Verwaltungs GmbH,
filed a tender offer statement on Schedule TO regarding its tender
offer for ordinary shares and ADSs of Endesa S.A. ("Endesa") with the
U.S. Securities and Exchange Commission ("SEC"). Endesa investors
and security holders are urged to read the U.S. tender offer
statement (as updated and amended), because it contains important
information. Furthermore, Endesa investors and security holders are
urged to read the Spanish prospectus from E.ON regarding the Spanish
tender offer for Endesa because it contains important information.
The Spanish prospectus and certain complementary documentation were
authorized in Spain by the Spanish Comisión Nacional del Mercado de
Valores (the "CNMV"). Investors and security holders may obtain a
free copy of the Spanish prospectus and its complementary
documentation from E.ON, Endesa, the four Spanish Stock Exchanges,
Santander Investment Bolsa SV SA, Santander Investment SA, Corredores
de Bolsa, and elsewhere. The Spanish prospectus is also available on
the web sites of the CNMV (www.cnmv.es), E.ON (www.eon.com), and
elsewhere. Likewise, Endesa investors and security holders may
obtain a free copy of the U.S. tender offer statement and other
documents filed by E.ON with the SEC on the SEC's web site at
www.sec.gov. The U.S. tender offer statement and these other
documents may also be obtained for free from E.ON by directing a
request to E.ON AG, External Communications, Tel.: 0211- 45 79 - 4
53.

This press release may contain forward-looking statements. Various
known and unknown risks, uncertainties and other factors could lead
to material differences between the actual future results, financial
situation, development or performance of E.ON and Endesa and the
estimates given here. These factors include the inability to obtain
necessary regulatory approvals or to obtain them on acceptable
terms; the inability to integrate successfully Endesa within the
E.ON Group or to realize synergies from such integration; costs
related to the acquisition of Endesa; the economic environment of the
industries in which E.ON and Endesa operate; and other risk factors
discussed in E.ON's public reports filed with the Frankfurt Stock
Exchange and with the SEC (including E.ON's Annual Report on Form
20-F) and in Endesa's public reports filed with the CNMV and with the
SEC (including Endesa's Annual Report on Form 20-F). E.ON assumes no
liability whatsoever to update these forward-looking statements or to
conform them to future events or developments.

Originaltext: E.ON AG
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ISIN: DE0007614406

Pressekontakt:
Josef Nelles
Phone: +49-211-4579-544


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