Corporate Intragroup Reorganization
Buenos Aires, December 7, 2016. Pampa Energía S.A. (‘Pampa‘ or the ‘Company‘; NYSE: PAM; BCBA: PAMP) informs that today the Board of Directors of the Company approved, ad-referendum to future resolutions taken at the Shareholders‘ Meetings and the corresponding approvals of the regulatory bodies, a corporate reorganization which consists of the merger by absorption between the Company, as absorbing party and Petrobras Argentina S.A. (‘Petrobras Argentina‘), Petrobras Energía Internacional S.A. and Albares Renovables Argentina S.A. as absorbed parties pursuant to the terms and conditions of article 82 and related sections of the General Corporate Law, article 77 and subsequent sections of the Income Tax Law No. 20.628 and amendments thereto, the Rules of the Argentine National Securities Commission (‘CNV‘) and the Trading Rules of the Buenos Aires Stock Exchange.
Moreover, the Board of Directors has also approved the terms and conditions of the Previous Merger Agreement, the Merger Prospectus (subject to further approval by the CNV), Form F4 (subject to further approval by the Securities and Exchange Commission, SEC), the Individual Merger Financial Statements and the Consolidated Merger Financial Statements as of October 31, 2016.
In addition, the Board of Directors has approved, ad-referendum of future resolutions taken at the Shareholders‘ Meetings and the corresponding approvals of the regulatory entities, to set the exchange ratio of the merger at 0.3648 common book-entry shares of Pampa, with a nominal value of AR$1 per share and entitled to one vote per share, for each Class B ordinary share of Petrobras Argentina, nominal value of AR$1 and entitled to one vote per share. The exchange ratio has been established using the average weighted price of the shares and the American Depositary Receipts (‘ADRs‘) of Petrobras Argentina and the average weighted price of the shares and the ADRs of Pampa, for a period of 15 trading days immediately preceding the date of today, in each of the corresponding stock exchanges.
For further information, contact:
Gustavo Mariani – Vice-President and Co-Chief Executive Officer
Ricardo Torres – Vice-President and Co-Chief Executive Officer
Mariano Batistella – Planning, Strategy and Affiliates Executive Director
Lida Wang – Investor Relations Officer
Maipú 1, (C1084ABA), Buenos Aires, Argentina
Phone: +54 (11) 4344 6000