Sale of Edenor
Sale of controlling stake in Edenor
Buenos Aires, December 28, 2020. Pampa Energía S.A. (‘Pampa’ or the ‘Company’; NYSE: PAM; ByMA: PAMP) informs that today executed an agreement with Empresa de Energía del Cono Sur S.A. (the ‘Buyer’) and Integra Capital S.A., Messrs. Daniel Eduardo Vila, Mauricio Filiberti and José Luis Manzano, to sell our controlling interest in Edenor (‘Empresa Distribuidora y Comercializadora Norte S.A.’) by transferring the total Class A shares, which represents 51% of the capital stock and voting rights of said company, pursuant to certain precedent conditions, including but not limited to the approvals of Pampa’s shareholder meeting and the Argentine National Electricity Regulatory Entity (the ‘Transaction’).
The agreed purchase price consisted of (i) 21,876,856 Class B shares of Edenor, representing 2.41% of the capital stock and voting rights of Edenor (the ‘Price in Kind’); (ii) US$95 million (the ‘Price in Cash’); and (iii) a contingent payment in case of change in the control at the Buyer or Edenor during the first year after the closing of the Transaction (the ‘Closing’) or as long as the Balance of the Price (as defined later) is pending of settlement for 50% of the generated gain (the ‘Contingent Payment’, and together with the Price in Kind and Price in Cash, the ‘Purchase Price’).
The Price in Cash will be paid in three installments as follows: (i) US$5 million within the seven business days as from this date; (ii) US$50 million on the Closing date, subject to precedent conditions; and (iii) US$40 million after one year since the Closing date, except in cases of offsetting or prepayment in advance (the ‘Balance of the Price’). The Balance of the Price will accrue a nominal annual fixed interest rate of 10% as from the Closing date, payable on a quarterly basis.
According to the International Financial Reporting Standards, the Company has reflected in the special merger financial statements, approved today by the board of directors, an accounting impairment of assets associated with the stake in Edenor. Moreover, as the Closing has not taken place yet, the Transaction’s economic result will be disclosed in the Company’s financial statements after the Closing.
The sale of our stake in Edenor is part of our strategic investment plan aiming to continue expanding the power generation installed capacity and developing unconventional natural gas reserves. In this sense, according to the recent release, Pampa was awarded under Plan Gas.Ar a base volume of 173 million cubic feet/day and an additional volume of 35 million cubic feet/day of gas during the winter season, in force for the next 4 years. In order to achieve this level of production, Pampa will invest US$250 million during the next four years, of which more than US$100 million is estimated to be disbursed in 2021.
For further information, please contact:
Gustavo Mariani – CEO
Gabriel Cohen – CFO
Lida Wang – IR and sustainability officer
The Pampa Energía Building
Maipú 1, (C1084ABA), Buenos Aires, Argentina
Phone: +54 (11) 4344 6000