Corporate Reorganization Status
Buenos Aires, February 28, 2018. Pampa Energía S.A. (‘Pampa‘ or the ‘Company‘; NYSE: PAM; BCBA: PAMP) informs the market the current status of the proceedings before the Argentine Securities Commission (the ‘CNV‘) regarding the merger between the Company and Petrobras Argentina S.A. (‘Petrobras Argentina‘), Petrobras Energía Internacional S.A. and Albares Renovables Argentina S.A. (the ‘Merger‘), as required by the CNV yesterday, as a result of a public information request submitted by a shareholder of Petrobras Argentina before the CNV.
For investors to have clear and complete information, below we include the background and events prior to the beginning of the Merger.
On July 27, 2016, Pampa indirectly acquired 67.1933% of the capital stock and votes of Petrobras Argentina. As a result of the purchase, in accordance with the Capital Markets Law No. 26,831, articles 87 and following and CNV regulations, Section II, Chapter II, Title III (T.O. 2013) regarding mandatory tender offers on account of change of control and acquisition of significant indirect interest, the Company was obliged to launch a cash tender offer to the minority shareholdings of Petrobras Argentina (the ‘MTO‘). Simultaneously with the MTO, Pampa launched an offer to voluntarily exchange shares of Petrobras Argentina for shares of Pampa (the ‘Exchange‘ and, together with the MTO, the ‘Offers‘). In order to carry out the Offers and in accordance with the stipulated in the regulations, Pampa submitted the request for approval of the Offers before the CNV, which processed within file No. 1889/16 ‘Pampa Energía regarding MTO and Exchange of Petrobras Argentina‘, obtaining consent by the Board of the CNV on September 23 and 28, 2016.
On October 6, 2016, Pampa launched the Offers, which closed on November 15, 2016.
Only 9.6% of Petrobras Argentina‘s capital stock did not to participate the Offers. Moreover, from the total minority shareholders of Petrobras Argentina that voluntarily participated in the local Offers, 85% decided to sell their holdings in cash according to the MTO and only 15% decided to exchange their shares of Petrobras Argentina for Pampa‘s shares in the terms of the Exchange. We clarify that neither at the date of the Offers‘ closing nor subsequently, there was any judicial or administrative restriction in place.
After the closing of the Offers and totally independent of this process, the Board of Directors of the Company decided to approve the Merger at its meetings held on December 7 and 23, 2016, setting the effective date of Merger as of November 1, 2016 (date as of Pampa and Petrobras operate as one entity), all subject to the corresponding shareholders‘ assembly resolutions and the respective approvals from the regulatory authorities.
On January 13, 2017, the CNV proceeded to consent the filing and let the course of action to carry out the public offering of Pampa‘s shares that shall be issued because of the Merger, a necessary step for the Company to continue with the Merger process through the publication of the Merger Prospectus.
Subsequently, on February 16, 2017, the shareholders‘ assemblies of the companies involved approved the Merger. It is worth highlighting that the decision was approved by the favorable vote of 99.99% of Pampa‘s capital stock and votes and 92.98% of the capital stock and votes of Petrobras Argentina.
After making the corresponding legal disclosures and once the period for the opposition of creditors ended without the existence of any manifestation against the Merger, on April 19, 2017 the Final Merger Agreement was executed, following the Argentine Business Organizations Law. After different findings were made regarding the merger and dissolution filings, Pampa Energía fully complied with all the findings and comments received from the CNV, being pending only the CNV‘s prior administrative consent, a formality that allows the filing to be registered before the Argentine Public Registry of Organizations.
To this regard, the CNV informed us that the Argentine Federal Criminal and Correctional Court No. 11, Secretary No. 22, resolved: ‘[…] In this regard, let the officiating know that the CNV MUST NOT take any measure and/or definitive resolution regarding the merits of the case without prior authorization from this Court, in relation to the filing that is being processed in the CNV regarding the corporate reorganization of Pampa Energía S.A.‘ It is worth mentioning that the criminal investigation refers to the voluntary participation of the shareholder FGS-ANSES (the Argentine National Pension Fund) in the MTO and not in the Merger, procedure that took place after, completely independent and in which the FGS-ANSES did not participate given that, at that moment, it was no longer a shareholder of Petrobras Argentina.
Even in the hypothetical scenario that the allegedly questioned issue in the criminal investigation had not ever occurred, and the FGS-ANSES had maintained its shares and had participated in the shareholders‘ meeting of Petrobras Argentina on February 16, 2017 and voted against the Merger, even in this hypothetical scenario, the decision would had been validly approved anyway, with 81.13% of the capital stock and the votes of Petrobras Argentina.
For all the facts mentioned before, we understand that the said criminal investigation regarding the sale of the shares of Petrobras Argentina owned by the FGS-ANSES in the MTO has no connection with the Merger and had no influence whatsoever over it.
The delay in the registration of the Merger directly affects approximately 6,250 minority shareholders of Petrobras Argentina in the local market, in addition to the holders overseas, that are waiting for the share swap to take place once the Merger is duly registered.
The Company informs the market that will continue to take the necessary measures to promote and obtain the registration of the Merger.
For further information, contact:
Gustavo Mariani – Vice-President
Ricardo Torres – Vice-President
Mariano Batistella -Planning, Strategy and Affiliates Executive Director
Lida Wang – Investor Relations Officer
Maipú 1, (C1084ABA), Buenos Aires, Argentina
Phone: +54 (11) 4344 6000