Exhibit 99(a)(5)(iii) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 28th, 2000 • Suez Lyonnaise Des Eaux • Steam & air-conditioning supply • Delaware
RECITALSTender and Voting Agreement • February 28th, 2000 • Suez Lyonnaise Des Eaux • Steam & air-conditioning supply • Delaware
WITNESSETH:Separation Agreement and Release • February 28th, 2000 • Suez Lyonnaise Des Eaux • Steam & air-conditioning supply • New York
February 28, 2000 Dear Stockholder: On January 19, 2000, Trigen Energy Corporation (the "Company"), Elyo ("Parent"), a societe anonyme organized and existing under the laws of the Republic of France, and T Acquisition Corp. ("Purchaser"), a Delaware...Suez Lyonnaise Des Eaux • February 28th, 2000 • Steam & air-conditioning supply
On January 19, 2000, Trigen Energy Corporation (the "Company"), Elyo ("Parent"), a societe anonyme organized and existing under the laws of the Republic of France, and T Acquisition Corp. ("Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of Parent, entered into a merger agreement providing for the acquisition of any and all of the Common Stock, par value $0.01 per share, of the Company at $23.50 cash per share.
ELYO 235 AVENUE GEORGES CLEMENCEAU BP 4601 92746 NANTERRE CEDEXSuez Lyonnaise Des Eaux • February 28th, 2000 • Steam & air-conditioning supply
We hereby agree to purchase (or cause an affiliate to purchase) from you, and you hereby agree to sell to us, 1,012,402 shares (the "Subject Shares") of common stock, par value $.01 per share (the "Shares"), of Trigen Energy Corporation (the "Company") at a purchase price of $23.50 per Share in cash. The purchase and sale shall be consummated on the 31st calendar day (the "Closing Date") following the filing of the Schedule TO (which will include a Schedule 13E-3, pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, as amended), by Elyo S.A. and certain of its affiliates in connection with the offer by T Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Elyo S.A., to purchase any and all of the outstanding Shares (the "Offer" to be made pursuant to the terms of the Agreement and Plan of Merger, dated as of January 19, 2000 between Elyo S.A., T Acquisition Corp. and the Company). If Parent is legally barred from purchasing the Subject Sha
