Enel launches voluntary partial public tender offer for Enel Americas’ shares and American depositary shares

Aurel Constantin 15/03/2021 | 14:38

Enel S.p.A. announces that, in the context of the corporate reorganization process aimed at integrating the non-conventional renewable energy business of the Enel Group in Central and South America (excluding Chile) into the listed Chilean subsidiary Enel Américas, it has launched a voluntary partial public tender offer for the acquisition of shares of Enel Américas common stock and American Depositary Shares  of the above company up to a maximum overall amount of 7,608,631,104 shares (including Shares represented by ADSs) equal to 10% of the company’s current outstanding share capital.

In particular, the Offer consists of:

  • a US public voluntary tender offer (the “US Offer”) for (i) Shares held by US persons for 140 Chilean pesos per Share in cash, and (ii) ADSs held by all holders (even non-US persons) of Enel Américas ADSs, wherever located, for 7,000 Chilean pesos per ADS in cash, with the cash consideration payable in US dollars, based upon the Observed Exchange Rate published by the Central Bank of Chile for the business day prior to the date of settlement of the US Offer. The US Offer is subject to the terms and conditions described in the Offer to Purchase and in the related US tender offer acceptance documents. Non-US persons will not be permitted to tender their Shares in the US Offer. At the same time, ADSs may only be tendered in the US Offer; and
  • a voluntary public tender offer in Chile (the “Chilean Offer”) for Shares at a price of 140 Chilean pesos per Share in cash, payable in Chilean pesos; the Chilean Offer is subject to the terms and conditions described in the Chilean prospectus filed with the Chilean Financial Market Commission (Comisión para el Mercado Financiero) and is open to all holders of Shares (including US persons).

The Offer period is set to run from March 15th to April 13th, 2021; in this respect, the US Offer will expire at 5:00 p.m., New York City time, unless extended, while the Chilean Offer will expire at 5:30 p.m., Santiago de Chile time.

The Offer is conditional upon the effectiveness of the merger by incorporation of EGP Américas S.p.A. into Enel Américas (the “Merger”), that is expected to occur on April 1st, 2021. The Merger was subject to certain conditions precedent, which were all fulfilled prior to the launch of the Offer. The Offer is also subject to compliance with Chilean and US regulations and other applicable regulations.

The total maximum outlay – assuming the Offer is taken up in full – of approximately 1,065.2 billion Chilean pesos (equal to around 1.2 billion euros)[1] will be funded through internally generated cash flows and existing debt capacity.

The Offer, which was firstly announced on December 17th, 2020, is an opportunity for minority shareholders who wish to reduce their ownership interest in Enel Américas after the Merger is completed. In this respect, the Offer provides shareholders an opportunity to sell shares at a price higher than the price of 109.8 Chilean pesos per share that Enel Américas offered in accordance with Chilean law to dissenting shareholders who exercised their withdrawal rights in connection with the Merger.

[1] Calculated at the exchange rate of March 12th, 2021 of 853.44 Chilean pesos for 1 euro.

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