FACTBOX: Details of Suez-GDF French energy merger

(Reuters) - French utility Suez (LYOE.PA) and gas giant Gaz de France GAZ.PA unveiled new merger terms on Monday after 18 months of talks and said the deal was supported by the major shareholders. Here are details from the deal statement.

* Creation of a global leader specialized in energy: GDF Suez

* With a combined stock market capitalization of approximately 90 billion euros ($122.9 billion) and revenues of 72 billion euros GDF Suez will be one of the leading global energy companies, in particular in gas and electricity

* Merger of equals on the basis of a 0.9545 to 1 share exchange ratio -- 21 Gaz de France shares for 22 Suez shares -- via the absorption of Suez by Gaz de France

* The French State will hold more than 35 per cent of the capital of GDF Suez

* Simultaneous distribution at the time of the merger to Suez shareholders of 65 per cent of the capital of Suez's Environment activities

* GDF Suez will maintain a stable 35 per cent stake in Suez's Environment activities, within a shareholder pact

* Confirmed synergies of about 1 billion euros per year

* The project will result in the creation of a leading group in gas and electricity with a global dimension and a strong Franco-Belgian base

* Gaz de France and Suez have brought together the necessary conditions allowing them to submit the project to shareholders, after consultation with the employee representative bodies, to permit the implementation of the merger

* The transaction will close as early as possible, in 2008

* The boards of directors of Suez and Gaz de France also noted recent developments in the energy sector reinforced the strategic and industrial logic behind the transaction

* GDF Suez has made the strategic choice to become a major player in the gas and electric sector, with an energy supply portfolio that is secure, diversified and flexible

* The tie-up between Gaz de France and Suez will create: - The number one buyer and seller of gas in Europe - Global leader in liquefied natural gas (LNG), the number one importer and buyer of LNG in Europe with a 25 per cent market share and with a leading position on the Atlantic basin - Number five and number two European and French power producer respectively, with strong positions in the United States, Brazil and the Middle East - European leader in energy services - Number one gas transmission and distribution network operator in Europe - Number two storage and LNG terminal operator in Europe

* The new group will draw upon its strong positions in its domestic markets in France and Benelux

* With GDF Suez's outlook of high and profitable growth in all its businesses, a balanced mix of regulated and unregulated activities, its broadened financial reach as well as the synergies generated from this tie-up, it is setting ambitious objectives in terms of growth and profitability

* The work carried out since the announcement of the merger project confirms operational synergies of about 1 billion euros per year by 2013 (including approximately 400 million euros by 2010), after taking into account the impact of commitments made to the European Commission

* In addition to these operational synergies, which will require limited, non-recurring implementation costs equal to roughly 300 million euros total, there will be benefits related to the financial optimization of the new group estimated at approximately 1 billion euros

* In the longer term, the new group will have the potential for additional synergies including the optimization of the investment program the development of revenue synergies

* The potential for value creation resulting from the tie-up between Gaz de France and Suez, its solid financial structure (pro forma net financial debt of approximately 14 billion euros as at 31 December 2006) and strict financial discipline will enable GDF Suez to provide attractive returns to its shareholders combining a dynamic dividend policy offering an attractive yield ... and the potential for additional remuneration (one-off distribution, share buyback)

ENVIRONMENT

* The 65 per cent spin-off of the Environment activities to the shareholders of Suez, which will take place at the same time as the merger, will be done through an initial public offering of Suez's Environment activities

* GDF Suez and the main Suez shareholders will hold respectively 35 per cent and approximately 12 per cent of the environment activities of Suez at the completion of this transaction

* This initial public offering will result in the creation of a company focused on the environment, with nearly 60,000 employees, a worldwide co-leader in environment services, in water and waste, benefiting from an attractive stock market position with 2006 revenues of 11.4 billion euros and a 2006 EBITDA of 2 billion euros

* As at 30 June 2007, net debt at Suez Environment excluding provisions and minority interests stood at 5.4 billion euros

MANAGEMENT

* The management of the GDF Suez is as follows:

- Gerard Mestrallet, chairman and chief executive officer, will run the new group jointly with Jean-Francois Cirelli, vice-chairman and president

- Yves Colliou, Jean-Marie Dauger, Jean-Pierre Hansen and Gerard Lamarche will be executive vice presidents and will make up the Management Committee