GMR Infrastructure Acquires 50% stake in InterGen for $1.1 Billion

Key Highlights:

• Largest ever acquisition of a global energy utility by an Indian Company.
• Transaction valued at $1.1 billion.
• It is the most competitive acquisition at $360,000 per MW which is half the current cost of similar facility.
• InterGen is one of the world's leading independent power producers with a high quality asset portfolio, with an average age of operating plants of only 5.5 years.
• InterGen N V has operations in 5 countries, and total proportional turnover of approximately $ 1.65 billion and total proportional EBITDA of US$ 613 million for the year ending December 2007.
• InterGen NV has ownership interest in 12 operating power plants (including one power plant under construction in the Netherlands) with gross capacity of 8,258 MW and 4,822 MW of assets under development.
• With this acquisition, the GMR Group, through InterGen N.V., gets a global platform for growth, and access to high quality management with strong expertise of development, operation and management of assets across diverse geographies.
• Ontario Teachers Pension Plan (Teachers') holds the balance 50% equity stake in InterGen. Teachers' is the largest single-profession pension plan in Canada with C$108.5 billion (US$107.1 billion) in net assets and C$8.8 billion (US$8.7 billion) invested in infrastructure and timberlands as of December 31, 2007.

GMR, a global infrastructure company with business presence in energy, airports, highways and urban infrastructure, today announced the signing of definitive documentation for the acquisition of 50% stake in InterGen N. V., a leading global power generation company. InterGen N V has power plants located across the UK, the Netherlands, Mexico, Australia and the Philippines, with total net capacity (net of auxiliary) of 12,756 MW (8,086 MW of operational capacity and 4,680 MW of asset under development). The transaction is subject to regulatory approvals in each country where InterGen has operations and is expected to close in the third quarter of 2008.

This transaction, valued at $1.1 billion, is the largest ever acquisition of an energy utility company by an Indian company. GMR Infrastructure (Malta) Ltd signed the share purchase agreement with AIG Highstar to acquire 50% equity stake in InterGen N. V. GMR expects to close the transaction in CY 2008. N M Rothschild & Sons worked as the sole exclusive financial advisor whereas White & Case LLP worked as Legal advisor to the GMR Group on this transaction.

Speaking on the occasion, Mr G M Rao, Group Chairman, GMR Group said: "The acquisition of a 50% equity stake in InterGen N V is an integral part of our global strategy to be the world's leading energy and infrastructure company. This acquisition will provide us a platform to expand in InterGen's existing geographies and new geographies of strategic importance to both GMR and Teachers'. Such growth will be supported by the strong management, high quality assets and a partner like Teachers', which is also a leading global infrastructure investor."

Explaining the alignment of interests, Mr Rao said: "Our core experience in the 'energy business life cycle', covers identifying opportunities, developing assets in greenfield areas, strong project management skills, financial structuring and efficient operations. We found the same expertise in InterGen, which encouraged us to go ahead with the acquisition and synergise our growth. InterGen has consistently achieved economic returns in developed markets, comparable to those in emerging markets."

Christopher Lee, Founding partner of AIG Highstar said "We have greatly enjoyed working with InterGen management and our partners at Teachers' during the period of our ownership interest in this business. We are confident that GMR will be a great new partner for InterGen as it continues to the next level of well deserved success".

Neil Smith, CEO of InterGen NV added "We are very pleased that GMR, with its significant power and infrastructure development experience, has made this strategic investment in InterGen. This is a positive step in strengthening our position as a leading owner, operator and developer of global power projects".