New Process of Corporate Reorganization
Buenos Aires, September 22, 2017. Pampa Energía S.A. (‘Pampa‘ or the ‘Company‘; NYSE: PAM; BCBA: PAMP) announces that its board of directors has approved the incorporation of Petrolera Pampa S.A. (‘Petrolera Pampa‘) to the corporate reorganization process as previously disclosed on August 23, 2017.
As a result, the Company, as the absorbing party, will merge by absorption subject to all corporate and regulatory approvals the following subsidiaries (the ‘Absorbed Companies‘):
- Petrolera Pampa (49.5%);
- Central Térmica Güemes S.A. (90.4%);
- Central Térmica Loma de la Lata S.A. (100%);
- EG3 Red S.A. (100%);
- Bodega Loma la Lata S.A. (100%);
- Inversora Diamante S.A. (91.6%);
- Inversora Nihuiles S.A. (90.3%);
- Inversora Piedra Buena S.A. (100%);
- Pampa Participaciones II S.A. (100%); and
- Transelec Argentina S.A (100%)
* In brackets it is stated Pampa Energía‘s direct and indirect stake.
The effective date of such reorganization will be October 1, 2017 subject to the corresponding corporate and regulatory approvals and the corresponding registration of the merger and dissolution without liquidation of the Absorbed Companies before the Public Registry.
Moreover, the Company informs that given the Company and Petrolera Pampa‘s shares are under public offering regime and listed in the Argentine stock market Bolsas y Mercados Argentinos (‘ByMA‘), their board of directors resolved to propose at their shareholders‘ meetings an exchange ratio based on the weighted average by volume of their shares‘ stock prices from the last six months as of the closing of today; resulting in an exchange ratio of 2.2699 ordinary shares of the Company, with a face value of AR$1 and entitled to one vote per share, for each share of Petrolera Pampa, with a face value of AR$1 and entitled to one vote per share.
Through the proposed reorganization, the economic group led by the Company would end a corporate consolidation process, which started with the merger by absorption of Petrobras Argentina S.A., continued with other intragroup reorganizations and ends with the merger informed herein.
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