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 an offer from Rovella Carranza S.A. ("Rovella" or the "Purchaser") to acquire from EDENOR shares representing 78.44% of the share capital and voting rights of a company with investment purposes, to be established as explained hereby, which will hold 99.99% of the share capital and voting rights of Empresa Distribuidora San Luis S. A. ("EDESAL"). Moreover, said proposal also comprises the acquisition of 0.01% of the shares of EDESAL which are currently owned by EDENOR.
The total and final proposal's price is US$26,698,474, to be paid in two installments, the first one for US$4,004,771 three calendar days after the proposal's acceptance, and the remaining balance, US$22,693,703, to be paid on October 25, 2011.
Additionally, the proposal also implies the Purchaser's commitment to settle or acquire, on October 25, 2011, the total financial credit granted by EDENOR to EDESAL for an amount of AR$37,502,500 plus interests accrued to the date of settlement.
In order to implement the informed transaction, EDENOR will partially spinoff EMDERSA, resulting from this spinoff the creation of three new companies with investment purposes, one of which ("EDESAL HOLDING") will own 99.99% of the share capital and voting rights of EDESAL. On the payment date of the remaining balance (October 25, 2011), EDENOR will transfer 24.80% of the share capital of EMDERSA and 0.01% of the share capital of EDESAL to Rovella, which will set up a guarantee trust with said shares. Once the spinoff process is finalized, EDESAL HOLDING will issue 78.44% of its share capital to the trustee, who will transfer it to the Purchaser, together with the 0.01% of the shares of EDESAL and will simultaneously restore to EDENOR the share capital of EMDERSA.
If after the term of two years from the proposal's acceptance, EMDERSA's spinoff has not been completed together with the creation of EDESAL HOLDING, the to-be-appointed trustee shall transfer to Rovella, as alternative fulfillment of EDENOR's obligation for the consideration that it will have received, the 24.80% of the share capital and voting rights of EMDERSA, maintaining EDENOR a 53.64% ownership of EMDERSA's share capital and voting rights.
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.