RWE AG and Essent N.V., the Arnhem-based leading Dutch utility, have today reached another milestone on their way to completing the companies’ proposed partnership.

Following receipt of positive advice from the Essent Central Works Council, which was a requirement under Dutch law, RWE and Essent have now formally signed the offer agreement.

In the agreement, RWE makes a binding all-cash offer to the shareholders of Essent for the acquisition of all the issued and outstanding shares of Essent.

The companies had already reached agreement on the terms and conditions of the offer agreement in January of this year. RWE will not be acquiring Essent’s electricity and gas distribution networks and waste management operations.

Dr. Leonard Birnbaum, Chief Strategy Officer of RWE AG, said: “We are very pleased that we can count on the support of the Essent Central Works Council. This has allowed us to take another crucial step in designing our joint future with Essent.

We are continuously pursuing our aim to strengthen our position as one of Europe’s leading energy companies, increase security of supply in North-Western Europe and contribute to making sustainable and affordable energy available in the Netherlands.”

The transaction remains subject to certain pre-completion conditions, such as at least 80% of the issued and outstanding share capital of Essent being tendered under the offer, successful completion of Essent’s unbundling process and divestment of its waste business and obtaining the required anti-trust clearances. The transaction is expected to close in the third quarter of 2009.