FYI
---------------------- Forwarded by James Derrick/Corp/Enron on 12/01/2000 
03:19 PM ---------------------------


"Dilg, Joe" <jdilg@velaw.com> on 12/01/2000 02:52:55 PM
To: "Derrick, James (Enron)" <james.derrick@enron.com>
cc:  

Subject: FW: Rumors of Eni / Enron Merger Abound, Despite Denials from Eni


Diamond, enjoyed lunch. Here is the rest of the e-mail.  Joe




-----Original Message-----
From: IssueAlert [mailto:IssueAlert@scientech.com]
Sent: Friday, December 01, 2000 5:17 AM
Subject: Rumors of Eni / Enron Merger Abound, Despite Denials from Eni


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===============================================================
SCIENTECH IssueAlert, December 1, 2000
Rumors of Eni / Enron Merger Abound, Despite Denials from Eni
By: Will McNamara, Director, Electric Industry Analysis
===============================================================

Eni, the Italian oil and gas group, is expected to complete the sale of
its Italian property interests next week as part of its strategy to focus
on its core activities of natural-gas and oil production. Vittorio Mincato,
Eni's chief executive, confirmed that the group is on the verge of
finalizing
the sale of its Immobiliare Metanopoli property subsidiary (Eni's real
estate company) with assets valued between $856 million and $1.3 billion.
Eni's decision to divest its property assets has been viewed by many
observers
of the company as an attempt to release funds to facilitate a merger with
another company. Enron Corp. has been among those on a rumored short list
of merger prospects for Eni.

ANALYSIS: Is the foundation being established for a mega-merger between
Eni and Enron? It is not too difficult to formulate a theoretical argument
in that direction.

Eni is Italy's state-owned, multi-faceted energy company, operating in
the oil and gas, power generation, petrochemicals, oilfield services, and
engineering industries. The company has a market capitalization of about
47 billion euros (approximately $40 billion), is present in over 70
countries
and produces more than one million barrels of oil equivalent a day. Across
the European energy market-which once it has fully privatized will represent

an arguably larger market than the United States-Eni is unquestionably
one of the Continent's leading champions.

Illustrating this point, Eni has taken several important steps within Europe

to, as it says, "play an increasingly important role" in the Continent's
competitive energy market. For instance, earlier this month, Eni inked
a deal to sell 2 billion cubic meters of natural gas to Gaz de France.
This deal followed a previous agreement in which Eni agreed to sell 4
billion
cubic meters of natural gas to Italy's largest private energy supplier,
Edison. With both agreements, Eni has given a substantial kick start to
the opening of the European natural-gas market. CEO Mincato has said that
Eni would recoup the losses made by giving up its market hold in Italy
by "focusing on international markets."

One move that Eni has made outside of Europe also came earlier this month.
Eni made a bid for Australia's Petroz NL, which wields an 8.25 percent
stake in Bayu-Undan, the giant gas and liquids project located off the
northern coast of Australia. Eni already owns 6.7 percent of Bayu-Undan
and apparently is attempting to gain a majority ownership over the project.
It is no wonder why-the Bayu-Undan field has recoverable reserves of 400
million barrels of liquefied petroleum gas and gas reserves of 3.4 trillion
cubic feet. Petroz has not yet accepted Eni's offer, but a favorable
decision
is expected shortly. Thus, whatever Eni may be divesting in Italy it is
trying to regain in other key areas of the world. In fact, Mincato recently
confirmed that Eni plans to increase its daily output of oil from a current
level of 1.2 million barrels to 1.5 million barrels by 2003.

Moreover, Eni has been making aggressive attempts at expansion, both within
Europe and beyond. Along with that expansion comes the development of merger

strategy. Eni does not want to be left as a target for a takeover, which
could be a strong possibility given its recent divestitures and the fact
that its profits remain strong. Net income for the company for the first
half of 2000 was 2,606 millions of euros (equivalent to approximately $2.2
billion), representing a 119-percent increase. Eni is largely considered
one of the best buys among the big oil stocks, but it would rather merge
with an equal partner than be sold to another company. As consolidation
of the oil industry continues, Eni reportedly believes that the only way
to remain a top player is to marry an equally large player on the world
stage.

Enron may be at the top of Eni's list of merger partners. Negotiations
with Spain's largest oil company, Repsol, appear to have stalled, as was
confirmed when Mincato stated that any "link-up with Repsol would not be
a merger of equals." French oil company TotalFina is also interested, but
is preoccupied with its own acquisition of fellow French oil company Elf.
Other companies that have been mentioned include Conoco and Phillips
Petroleum.
It is quite obvious that Eni's merger prospects are predominantly oil
companies,
which is quite clearly the company's intention. Thus, it may seem odd that
Enron is also included as a top prospect. Enron, while unquestionably a
world player, is known for its unorthodox approach to hard assets. Put
succinctly, Enron believes that it doesn't need to own physical assets
in order to be a major player, but rather it only needs to rely on strategic

contractual agreements.

However, if Eni wants to continue to expand globally, it arguably could
not find a better partner than Enron, generally considered North America's
biggest buyer and seller of electricity and natural gas. Enron's gas trading

and distribution activities in particular-along with its electricity
production,
raw material trading and broadband expansion-would all appear to be good
compliments to Eni's portfolio. Reports of talks between the two companies
first appeared in the Italian financial paper iL Sole 24 Ore, based on
input from an unnamed source. The report indicated that Enron is being
targeted by Eni for an equity partnership or even a full merger. Mincato,
as recently as Tuesday of this week, continues to adamantly deny that any
deal with Enron is being studied.

Not surprisingly, Enron is remaining mum on the rumors and has not even
mentioned Eni in any recent disclosures. However, the incorporation of
Eni's power production portfolio would support Enron's expansion into new
markets such as Japan, for example. Back in March, the Japanese government
began allowing non-utility firms to supply power to industrial and
commercial
end-users. Almost simultaneously, Enron established a new subsidiary, Enron
Japan Corp., to capitalize on new opportunities in the country. Enron
Japan's
first offer is a 10-percent discount off current electricity prices for
customers who sign on with Enron for two to four years. Operating against
its North American strategy, Enron also plans to build a power station
in northern Japan, beating to the punch several of its key rivals, including

Vivendi, Texaco and Royal Dutch Shell, which also have expressed interest
in establishing operations in the country.

Enron's proposed power plant should give the company prime access to
companies
in the Tohoku and Kanto regions, as well as Tokyo, the "big catch" of the
Japanese market. In my opinion, herein lies the primary synergy that would
make the partnership between Eni and Enron a strategic step for both
companies.
As Eni attempts to position itself in various key markets, Japan seems
like a natural location, and I've seen no reports that indicate Eni is
moving into Japan on its own. The fact that Enron is already there, along
with most other lucrative international markets, must certainly be appealing

to Eni. Regarding Enron's perspective on any potential partnering, Eni's
substantial oil and natural-gas generation assets, along with its current
lock on the European market, must be very attractive.

Enron's current market capitalization is about $48 billion, which actually
makes it larger than Eni. This raises the question of which company would
be the buying partner if a merger were to indeed take place. All of the
rumors flying around currently speak of Eni pursuing Enron, but it could
just as easily be the other way around. Those of us who follow Enron closely

may find it hard to believe that the powerhouse company would ever be the
target for a takeover or even a merger. In any case, the rumors continue
to fly as Eni responds to claims of "thou doth protest too much." Whether
or not any such merger between Eni and Enron, which appears smart on paper,
will materialize remains to be seen. However, it certainly seems like Eni
is lining up its chess pieces to cement some kind of partnership in the
very near future.
==============================================================
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Sincerely,

Will McNamara
Director, Electric Industry Analysis
wmcnamara@scientech.com
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