Acquisition of assets
For Immediate Release
Pampa Energía announces the acquisition of assets
Buenos Aires, October 7, 2011. Pampa Energía 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 our Company (“Pampa” or the “Purchaser”) to acquire, subject to certain condition precedent, shares representing 78.44% of the share capital and voting rights of a company with investment purposes, which will hold 99.99% of the share capital and voting rights of EMDERSA Generación Salta S.A. (“EGSSA”), together with 0.01% of the share capital of EGSSA, property of EDENOR. The condition precedent of the acquisition is the execution of the spinoff decided by the board of EMDERSA on August 23, 2011, within a maximum term of 24 months from the offer’s acceptance date (the “Condition Precedent”).
The total and final price of the offer is US$10,848,537 which will be paid in two installments; the first on October 31, 2011 for an amount of US$2,169,707 as partial payment and the remaining US$8,678,830 will be paid in 24 months from the offer’s acceptance date. This final amount will accrue an annual interest rate of 9.75%, which will be paid semi-annually. Moreover, the offer also implies the commitment of Pampa to settle without penalties, or acquire through transfer on October 31, 2011, the financial credit granted by EDENOR to EGSSA for an amount of US$4,169,987 plus accrued interests through the settlement date.
In order to implement the share transfer EDENOR will partially spinoff EMDERSA, resulting from this spinoff the creation of three new companies with investment purposes, one of which (“EGSSA HOLDING”) will own 99.99% of the share capital and voting rights of EGSSA. Five days after the spinoff process is finalized, EDENOR will transfer the shares according to law and free of liens to Pampa, who will pledge them in favor of EDENOR as guarantee of the full payment of the remaining price amount. From the first partial payment by Pampa through the payment of the remaining amount, a board composed by directors of both parties will be in charge of the management of EGSSA.
In the event that the Condition Precedent is not fulfilled, the amount corresponding to the initial price payment will be reimbursed to Pampa within a term of five days, plus an annual interest rate of 6% calculated from the initial payment until the date of reimbursement.
EGSSA is owner of Central Térmica Piquirenda, a power plant located in the northwestern region of Argentina, in the Province of Salta. It is a 30 MW thermal electricity generation plant comprised by gas-powered motor-generators.
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 Autónoma de Buenos Aires, Argentina
Phone: 5411 4809 9500