Acquisition of assets of AEI in Argentina

Acquisition of assets of AEI in Argentina


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Ref.: Relevant Event. Pampa Energia
announces assets acquisition

I address the Argentine Securities Commission and the Buenos Aires Stock Exchange in my capacity as Responsible of Market Relations for Pampa Energía S.A. (“Pampa” or the “Company”) to inform that on the date hereof Pampa has accepted an offer from a group of subsidiaries of AEI (the “Sellers”), subject to the fulfillment of certain conditions precedent usual in transactions of this nature, to acquire whether directly or through its subsidiaries 100% of the equity of AESEBA S. A. (“AESEBA”), a company which owns 90% of the enquity and voting rights o f Empresa Distribuidora de Energía Norte S.A. (“EDEN”), an electricity distribution company with a concession area in the north and center of Buenos Aires province; and 77.2% of the enquity and voting rights of Empresa Distribuidora Eléctrica Regional S. A. (“EMPRESA”). EMDERSA is the controlling company of Empresa Distribuidora San Luis S.A. (“EDESAL”), Empresa Distribuidora de Electricidad de La Rioja S.A. (“EDELAR”) and Empresa Distribuidora de Electricidad de Salta S. A. (“EDESA”), among other companies. The agreed price, which will be paid at the closing of this transaction, which cannot occur before a 45 day period from today, is US$ 90 million for the equity of EMDERSA and US$ 50 million for the equity of AESEBA.

Also, Pampa will acquire from AEI 100% of the outstanding bonds issued on April 22, 1997 (the “Bonds”) by Compania de Inversiones de Energias S. A (“CIESA”), the controlling company of Transportadora de Gas del Sur (“TGS”) and other credits against CIESA (the “CIESA Debt”), together with the rights over certain current lawsuits related to the Bonds and certain CIESA‘s debt restructuring agreements. The Bonds had a principal is U$$ 199.6 million plus accrued interest, which together with the orther liabilities acquired adds up to around U$$ 322 million. The acquisition of the CIESA The acquisition of the CIESA done for the amount of US$ 136 million -which will be also paid at the closing of this transaction, which cannot occur before a 45-day period from today-, with the intention to implement the restructuring agreement executed on September 1, 2005 between CIESA, Petrobras Argentina S. A., Petrobras Hispano Argentina S. A., Enron Pipeline Company Argentina S. A. (“EPCA”), ABN AMRO Bank N. V. Sucursal Argentina and the financial creditors, under which the latter would obtain 50% of CIESA’s equity, which would control 51% of TGS. In this way, CIESA would finally end the default process to which it was subject for eight years, something that the Company hopes could result in tangible benefits for CIESA, TGS, the shareholders of both companies and the users of the public service provided by TGS under the terms of its license.

Lastly, as part of it has obtained an option to acquire Ponderosa Assets L. P. and Enron Creditors Recovery Corp. (the “ of Argentina before the International Centre for Settle (“ICSID”) of the World Bank Kind regards, the transaction reported here, the Company informs that the rights over the lawsuit initiated by Ponderosa Plaintiffs”) against the Republic Settlement of Investment Disputes ”) Bank.

Romina Benvenuti
Responsible of Market Relations