SEMPRA ENERGY, RBS AGREE TO SELL EUROPEAN AND ASIAN COMMODITY
OPERATIONS TO J.P. MORGAN
SAN DIEGO, Feb. 16, 2010 - Sempra Energy (NYSE: SRE) today
announced that it and The Royal Bank
of Scotland (RBS) have agreed to sell the European and Asian operations
of their RBS-Sempra Commodities joint venture to J.P. Morgan Chase
& Co. (NYSE: JPM) for an expected $1.7 billion, subject to
distributions prior to closing.
The final purchase price will be determined at the close of the
transaction, based on the tangible book value of the business, plus a fixed
premium of $468 million. Sempra Energy's share of the sale proceeds is
expected to be approximately $940 million.
Through the transaction, J.P. Morgan will acquire RBS Sempra
Commodities' global metals and oil businesses, and European natural gas and
power businesses. RBS Sempra Commodities will retain its North American
natural gas and power businesses.
"This transaction maximizes the market value of our
European and Asian businesses and represents a positive first step of an
orderly exit by RBS from the joint venture," said Donald E. Felsinger,
chairman and chief executive officer of Sempra Energy.
Sempra Energy has retained J.P. Morgan as its financial advisor
to review potential alternatives for the remaining businesses.
In November 2009, RBS announced its intention to divest its
share of the joint venture, following a directive from the European Union to
dispose of certain assets.
The transaction will require approvals from the U.K. Financial
Services Authority, the Swiss government (if necessary) and various antitrust
regulators, including approval under the U.S. Hart-Scott-Rodino Act.
The transaction is expected to be completed in the second quarter 2010.
Conference Call
Sempra Energy's senior management will host a conference call at 10:30 a.m.
EST today to discuss the transaction. Access is available by logging
onto the Web site at www.sempra.com. For those unable to log onto the
live webcast, the teleconference will be available on replay a few hours
after its conclusion by dialing (888) 203-1112 and entering passcode 4482484.
Sempra Energy, based in San Diego, is a Fortune 500 energy
services holding company with 2008 revenues of nearly $11 billion. The
Sempra Energy companies' 13,600 employees serve more than 29 million consumers
worldwide.
This press release contains statements that are not historical
fact and constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements can
be identified by words like "believes," "expects,"
"anticipates," "intends," "plans,"
"estimates," "may," "would," "could,"
"should," or similar expressions, or discussions of strategies,
plans or intentions. Forward-looking statements are not guarantees of
performance. They involve risks, uncertainties and assumptions.
Future results may differ materially from those expressed in the
forward-looking statements. Forward-looking statements are necessarily
based upon various assumptions involving judgments with respect to the future
and other risks, including, among others: local, regional, national and
international economic, competitive, political, legislative and regulatory
conditions and developments; actions by the California Public Utilities
Commission, California State Legislature, California Department of Water
Resources, Federal Energy Regulatory Commission, Federal Reserve Board,
and other regulatory and governmental bodies in the United States and
other countries where the company does business; capital market conditions and
inflation, interest and exchange rates; energy and trading markets, including
the timing and extent of changes and volatility in commodity prices; the
availability of electric power, natural gas and liquefied natural gas;
weather conditions and conservation efforts; war and terrorist attacks;
business, regulatory, environmental and legal decisions and requirements; the
status of deregulation of retail natural gas and electricity delivery; the
timing and success of business development efforts; the resolution of
litigation; and other uncertainties, all of which are difficult to predict
and many of which are beyond the control of the company. These risks
and uncertainties are further discussed in the reports that Sempra Energy has
filed with the Securities and Exchange Commission. These reports are
available through the EDGAR system without charge at the SEC's Web site,
www.sec.gov and on the company's Web site, at www.sempra.com.
Sempra Pipelines & Storage, Sempra Generation, Sempra LNG
and RBS Sempra Commodities dba Sempra Energy Solutions and Sempra Energy
Trading are not the same companies as the utility, San Diego Gas &
Electric (SDG&E) or Southern California Gas Company (SoCalGas), and
Sempra Pipelines & Storage, Sempra Generation, Sempra LNG and RBS Sempra
Commodities dba Sempra Energy Solutions and Sempra Energy Trading are not
regulated by the California Public Utilities Commission.
Media Contacts:
Doug Kline/Art Larson
Sempra Energy
(877) 866-2066
www.sempra.com
Financial Contact:
Glen Donovan
Sempra Energy
(877) 736-7727
investor@sempra.com