Mitsui & Co., Ltd. (Mitsui) and Tokyo Gas Co., Ltd. (TGC) have entered into a final agreement with Gas Natural SDG, S.A. (GN) to take control through a holding company, MT Falcon Holdings Company S.A.P.I. de C.V. (Mitsui: 70%, TGC: 30%) ("Falcon"), of a portfolio of companies holding five gas-fired combined cycle power stations in Mexico ("Power Companies"), as well as relevant companies including a pipeline company (Pipeline Company) (together, the "Companies"). The total enterprise value of the Companies is approximately USD1.2 billion (JPY110 billion) and the acquisition will be partly funded by a project finance loan.

Mitsui and TGC will acquire approximately 76% of the total ownership interest in the Companies in early 2010 by subscribing for new shares in the Companies subject to approvals from the relevant government authorities in Mexico and fulfillment of other applicable conditions. Mitsui and TGC will acquire the remaining 24% ownership interest in the Companies either pursuant to a call option exercisable by Mitsui and TGC or a put option exercisable by GN, with both options expected to be effective in the first half of 2010.

The Power Companies hold five gas-fired combined cycle power stations located in the north east region of Mexico, with an aggregate total generating capacity of 2,233MW. The full generating capacity of the Power Companies is contracted to the Mexican national power authority, Comisión Federal de Electricidad (CFE) under long-term (25 years) power purchase agreements.

Tags: Ltd., Mitsui & Co.