BUENOS AIRES, Argentina, Sept. 16, 2011 /PRNewswire/ -- Pampa Energia S.A. (NYSE: PAM; Buenos Aires Stock Exchange: PAMP), announces today that the Board of Directors of its subsidiary Empresa Distribuidora y Comercializadora Norte S.A. ("EDENOR") has accepted a proposal from Andes Energia Argentina S.A. ("Andes"), in which said company offered to buy from EDENOR an option for a consideration of US$1,500,000.
The option will grant Andes the right to:
- In case that the spinoff of EMDERSA is completed during the term of 2 years, to buy 78.44% of the share capital that EDENOR indirectly holds in Empresa Distribuidora de Electricidad de La Rioja S.A. ("EDELAR") for a price of US$20,290,255. This acquisition price will be paid in two installments, the first one of US$5,290,255 90 calendar days after the proposal's acceptance but not prior to 45 calendar days after said acceptance and not later than December 15, 2011 ("Option Exercise Date"). The remaining balance, US$15,000,000, will be paid two years from the proposal's acceptance, accruing an annual interest rate of 12.5%, which will be paid semi-annually.
- In case that the spinoff of EMDERSA is not completed during the term of 2 years, the option will grant Andes the right to acquire 20.27% of the share capital and voting rights that EDENOR will indirectly hold in EMDERSA, paying the same price and in the same way as previously indicated in bullet (i).
In this last case, on the Option Exercise Date Andes could choose not to pay the remaining balance (US$15,000,000) and acquire instead 6.32% of the share capital and voting rights that EDENOR will indirectly hold in EMDERSA.
The proposal also implies, on the Option Exercise Date, Andes' commitment to settle or acquire the total financial credit granted by EDENOR to EDELAR for an amount of AR$31,178,000, plus interests accrued to the date of settlement.
In order to implement the informed transaction, EDENOR will contribute 53.64% of the share capital and voting rights of EMDERSA to a new company to be established ("EMDERSA HOLDING") and, in consequence, the transfer of shares of EMDERSA in favor of Andes will be done through EMDERSA HOLDING.
On the Option Exercise Date and up to the completion of the transaction hereby described, the share capital which is the object of this transaction will be transferred to a guarantee trust that will be established in order to secure the parties' obligations, while maintaining EDENOR's control in EMDERSA.
For further information, contact: Ricardo Torres - Chief Executive Officer Mariano Batistella – Special Projects Manager and Investor Relations Officer 3302 Ortiz de Ocampo, Building #4 (C1425DSR) Ciudad Autonoma de Buenos Aires, Argentina Phone: 5411 4809 9500 http://www.pampaenergia.com/ir firstname.lastname@example.org
SOURCE Pampa Energia S.A.