Announcement of a Mandatory Tender Offer and a Voluntary Exchange Offer
Announcement of a Mandatory Tender Offer and a Voluntary Exchange Offer. Call for Ordinary and Extraordinary General Shareholders Meeting to be Held on June 22, 2016.
Buenos Aires, May 20, 2016. Pampa Energía S.A. (‘Pampa’ or the ‘Company’; NYSE: PAM; Buenos Aires Stock Exchange: PAMP) is pleased to inform that on the date of today the Board of Directors of the Company has decided to launch a mandatory tender offer and a voluntary exchange offer, targeted to all shareholders of Petrobras Argentina S.A. (‘Petrobras Argentina’) in possession of Class ‘B’ common shares, capital and voting stock with a nominal value of one Argentine peso (AR$1) each and one vote per share, currently issued and in circulation of Petrobras Argentina, subject to the closing of the indirect acquisition of 67.1933% of the capital stock and votes of Petrobras Argentina (the ‘Transaction’), and the fulfillment of certain conditions described in the announcement of the Offer to be published simultaneously with the Relevant Event (the ‘Announcement’).
The Offer includes:
i. A tender offer in cash, mandatory for Pampa only in the event that the Transaction is closed (the ‘Cash Offering’); and
ii. A voluntary exchange tender offer of the shares of Petrobras Argentina for Pampa’s shares (the ‘Exchange Offer’, and together with the Cash Offering, the ‘Offers’) in accordance with the terms and conditions described in the Announcement.
Likewise, the Board of Directors has approved to hold an Ordinary and Extraordinary General Shareholders’ Meeting to consider, among other considerations, a capital increase for up to AR$320 million, that will represent 15.87% of the Company’s capital stock after the capital increase is effected and the issuance of shares of Pampa for purposes of the Exchange Offer as well as the suspension of the preferred subscription rights and the amendment of the Company’s corporate purpose. It is noted that the number of shares that the Company will issue for purposes of the Exchange Offer could be reduced depending on the number of Petrobras Argentina’s shareholders elect (i) to participate in the Cash Offering, or (ii) not to participate in either of the Offers.
This Ordinary and Extraordinary General Shareholders Meeting will be held on June 22, 2016, at 11:00 a.m. on first call and, in the event that the legally required quorum is not reached on first call, at 12:00 p.m. on second call only with respect to the General Ordinary Shareholders’ Meeting at the registered office, located at Ortiz de Ocampo 3302, Building 4, Ground Floor, Buenos Aires.
For further information, contact:
Gustavo Mariani – Co-Chief Executive Officer
Ricardo Torres – Co-Chief Executive Officer
Mariano Batistella – Special Projects Manager and Investor Relations Officer
Lida Wang – Chief of Investor Relations
Ortiz de Ocampo 3302, Edificio 4
(C1425DSR) Ciudad Autónoma de Buenos Aires, Argentina
Teléfono: +54 (11) 4809 9500