Commencement of Offerings for Petrobras Argentina Shares
Commencement of Mandatory Tender Offers and Voluntary Exchange Offers for Petrobras Argentina S.A. (‘Petrobras Argentina‘) Shares
Buenos Aires, October 7, 2016. Pampa Energía S.A. (‘Pampa‘ or the ‘Company‘; NYSE: PAM; BCBA: PAMP) announces the commencement of the mandatory tender offer and voluntary exchange offer (the ‘Offer‘) addressed to every holder of Class ‘B‘ ordinary shares, par value one Argentine Peso (AR$1) and with one vote per share, issued and outstanding by Petrobras Argentina, free and clear of all liens, titles, charges, privileges and/or encumbrances, and that are not held, directly or indirectly by Pampa (the ‘Shares‘ and each a ‘Share‘). Participation in the Offer by shareholders of Petrobras Argentina is voluntary
In the case that they accept the Offer, holders of Shares may opt to:
- Receive AR$10.3735 per Share; or
- Receive ordinary shares of Pampa, at an exchange ratio of 0.5253 Pampa shares per Share of Petrobras Argentina.
The local agent in Argentina for the Offer is SBS Trading S.A. (Matrícula ALyC y AN Integral Nº53), which is domiciled at Av. Madero 900, 11th Floor, Torre Catalinas Plaza (C1106ACV), City of Buenos Aires, Argentina, Telephone +54-11-4894-1800, E-mail firstname.lastname@example.org
Concurrently with the Offer, Pampa extended the Offer to every holder of American Depositary Shares (‘ADS‘) of Petrobras Argentina (the ‘International Offer‘), which may opt to:
- Receive the cash consideration of AR$10.3735 in Argentine Pesos in Argentina, by complying with the procedures provided in the Offer documents; or
- Receive Pampa ADSs, at an exchange ratio of 0.2101 Pampa ADSs per Petrobras Argentina ADS.
The Information Agent of the International Offer is Georgeson LLC, which is domiciled at 1290 Avenue of the Americas, 9th Floor, New York, New York 10104, United States, Telephone +1-888- 293-6812 / +1-781-575-2137, E-mail PetrobrasArgentina@georgeson.com.
The Offer and the International Offer are not subject to any condition, and will be carried out regardless of the number of Shares tendered. However, both the voluntary exchange offer and the ADS exchange offer are subject to a joint maximum amount of Pampa shares in the amount of 320 million new shares. In the case that the exchange offers exceed such amount of Pampa shares, the Company will prorate the Pampa shares among investors, in accordance with the Offer documents.
The Offer is open for a total of 26 days, starting at 10 am ART on October 7, 2016 and finalizing on November 14, 2016 at 3 pm ART, and for the International Offer at 5 pm NYT.
The authorization of the Offer was granted by the Board of Directors of the Argentine Securities and Exchange Commission (Comisión Nacional de Valores or ‘CNV‘) on September 22, 2016 and its Resolution No. 18,243, dated September 28, 2016, which authorized the public offering of the new Pampa shares. This authorization only means that the information requirements in Argentina were met. The CNV has not issued any opinion on the content of the Argentine prospectus.
The relevant offering documents may be found in the CNV website, the SEC website and Pampa‘s investor website.
For further information, contact:
Para mayor información, contactar:
Gustavo Mariani – Vice-President and Co-Chief Executive Officer
Ricardo Torres – Vice-President and Co-Chief Executive Officer
Mariano Batistella – Planning, Strategy and Related Companies Executive Director
Lida Wang – Investor Relations Officer
Maipú 1, (C1084ABA), Ciudad Autónoma de Buenos Aires, Argentina
Teléfono: +54 (11) 4344 6000