PORTLAND, Ore., Feb. 3 /PRNewswire/ -- PacifiCorp (NYSE: PPW), a
diversified energy company in the United States and Australia, announced today
a new cash tender offer of 7.65 pounds ($12.62) per ordinary share for The
Energy Group PLC (NYSE: TEG; LSE), a diversified energy company in the United
Kingdom, the U.S. and Australia. 
The boards of directors of both companies unanimously approved the
transaction.  The 7.65 pound offer, made by PacifiCorp Group Holdings Company,
a wholly owned subsidiary of PacifiCorp, is 10 percent higher than the
original bid made June 13, 1997. 
The transaction is valued at $10.7 billion, including the purchase of 
521 million shares of equity and the assumption of $4.1 billion of The Energy
Group's gross debt.  Proceeds for the acquisition will come from $1.8 billion
in cash, raised through sales of non-core assets which have been occurring
since the time of PacifiCorp's original bid for The Energy Group, and $4.8
billion in borrowings. 
"The merger of PacifiCorp and The Energy Group will create a premier
global energy company, poised to compete effectively on three continents as
the energy markets across the world are being restructured," said Fred
Buckman, President and Chief Executive Officer of PacifiCorp.  "The
acquisition represents a landmark step in achieving our strategy." 
Derek Bonham, chairman of The Energy Group, said, "We have continued to
demonstrate the soundness of our business.  PacifiCorp recognizes the benefits
of this strategy and has again offered a price that represents excellent value
for our shareholders and the Board of The Energy Group has no hesitation in
recommending it." 
The original bid lapsed after the president of the Board of Trade,
Margaret Beckett, referred the transaction to the Monopolies and Mergers
Commission.  Because the UK government cleared the transaction in December,
the transaction is not conditional upon further regulatory approvals in the
With respect to U.S. regulatory approvals, PacifiCorp and The Energy Group
have agreed with the staff of the Federal Trade Commission on the form of a
consent decree that will require divestiture of two mines owned by Peabody, a
subsidiary of The Energy Group.  The consent order is awaiting approval by the
Peabody and Eastern Electricity in the UK are TEG's main business units. 
The Energy Group is awaiting approval from the Federal Energy Regulatory
Commission on the sale of certain assets of Citizens Power.  FERC approval is
a condition of the offer made today and is expected in the near future. 
PacifiCorp is mailing formal tender offer documents to The Energy Group
shareholders starting Thursday and expects to close the transaction this
Upon completion of the transaction, the combined company will have 5
million customers, 17,000 megawatts of generation and more than 10 billion
tons of coal reserves in the United States, the United Kingdom and Australia. 
The combination is expected to be accretive to PacifiCorp's earnings in
the first year following completion of the transaction and thereafter, even
without considering the benefits of synergy resulting from cost reductions and
revenue enhancements.  This statement should not be interpreted to mean that
PacifiCorp's total reported earnings per share will necessarily be greater
than those for the year ended December 31, 1997. 
The debt financing will be provided through multiple debt facilities
arranged by Citibank; Goldman, Sachs & Co.; and J.P. Morgan.  Goldman, Sachs &
Co. is PacifiCorp's financial adviser for the transaction. The Energy Group is
represented by Lazard and Morgan Stanley & Co. Limited. 
The Energy Group owns Eastern, the largest British regional electric
company (REC) with 3.1 million retail electric and gas customers.  PacifiCorp
has 1.4 million retail electric customers in the western U.S. and 550,000 in
the State of Victoria, Australia. 
Eastern, one of the lowest-cost electricity suppliers in the UK, is well
positioned to prosper when the UK market becomes fully competitive later this
year.  UK electricity customers with demand for more than 100 kilowatts
already can choose their supplier. 
The Energy Group also owns the world's largest private coal company,
Peabody, which is a low-cost, low-sulfur coal producer with more than 9
billion tons of reserves in the U.S. and 466 million tons of reserves in
Australia.  Peabody provides fuel to more than 150 power plants in the U.S. 
PacifiCorp is also a major coal operator in the U.S. where it has 421
million tons of reserves and in Australia with 450 million tons. 
PacifiCorp and The Energy Group both have natural gas marketing skills and
assets.  Last year, PacifiCorp purchased TPC Corporation, a Houston-based
natural gas storage and marketing company.  The Energy Group is one of the
largest natural gas suppliers in the UK. 
PacifiCorp owns or controls 10,000 megawatts of generation in the U.S.,
while TEG has 6,700 megawatts of generation in the UK.  PacifiCorp is one of
the lowest cost providers of electricity in the U.S., with average production
costs 25% less than the national average. 
The combined company is positioned to be the premier power sales,
marketing and trading company in the U.S.  It joins PacifiCorp's significant
western U.S. power marketing business, its expanding eastern U.S. energy
marketing business, Citizens Power's energy marketing and contract
restructuring expertise and Peabody's presence as one of the largest suppliers
of fuel to the U.S. electricity industry. 
PacifiCorp intends to invite Bonham and John Devaney, Chief Executive of
Eastern, to join the Board of Directors of PacifiCorp following the
In addition, PacifiCorp intends that a management committee will be formed
consisting of Bonham and Devaney, as well as Eric Anstee, Finance Director of
The Energy Group, Irl Englehardt, Chief Executive of Peabody, and Fred
Buckman, Richard O'Brien, Verl Topham and Dennis Steinberg from PacifiCorp. 
Fred Buckman will remain as President and Chief Executive Officer of the
combined group.

SOURCE  PacifiCorp /CONTACT: For Investors: Scott Hibbs, 503-731-2123 or Angela Hult,
503-731-2192, or For Media: Dave Kvamme, 503-464-6272, or Jan Johnson,
503-464-6268, all for PacifiCorp/ 
/Company News On-Call: or fax, 800-758-5804,
ext. 672525/ 
CO:  PacifiCorp; The Energy Group
ST:  Oregon
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