(Enel Américas, 16.Apr.2021) — Enel Américas S.A. (NYSE: ENIA) notes that Enel S.p.A. announced the final results of the voluntary partial public tender offer (the “Offer”) for the acquisition of shares of common stock (“Shares”) and American Depositary Shares (“ADSs”) of its listed Chilean subsidiary Enel Américas S.A. (“Enel Américas”) in an amount of up to 7,608,631,104 Shares (including Shares represented by ADSs) representing 10% of the company’s share capital prior to the recently completed merger by incorporation of EGP Américas S.p.A. into Enel Américas (the “Merger”), effective as of 1 April 2021. The Offer consisted in a US voluntary public tender offer (the “US Offer”) and in a voluntary public tender offer in Chile (the “Chilean Offer”) and expired on 13 April 2021.
Enel Américas has been informed by Enel that based on the final tabulations, a total of 20,194,895,308 Shares (including 1,872,063,500 Shares represented by 37,441,270 ADSs) were validly tendered and not properly withdrawn pursuant to the Offer, resulting in a proration factor of approximately 37.7%. Therefore, Enel has informed Enel Américas that as a result of the application of the above-mentioned proration factor, Enel has accepted for purchase 6,903,312,254 Shares pursuant to the Chilean Offer at a price of 140 Chilean pesos per Share in cash, payable in Chilean pesos, and 14,104,937 ADSs representing 705,246,850 Shares pursuant to the US Offer at a price of 7,000 Chilean pesos per ADS in cash, with the cash consideration payable in US dollars, without interest and less applicable withholding taxes and distribution fees.
Enel has informed Enel Américas that the total outlay of 1,065.2bn Chilean pesos (equal to around 1.3bn euros)1 is being funded through Enel’s internally generated cash flows and existing debt capacity. Payment for the Shares and ADSs accepted for purchase by Enel will be made in accordance with the terms of the Offer on 20 April 2021. All Shares and ADSs tendered in the Offer but not accepted for purchase following the application of the proration factor will be returned to the tendering stockholders and ADS holders. Following the purchase of the Shares and ADSs pursuant to the Offer and the completion of the Merger, Enel owns approximately 82.3% of Enel Américas’ currently outstanding share capital.
The Offer was made 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 Enel Américas.
Enel Américas remains a public company and the Shares and ADSs continue to be listed for trading on the Santiago Stock Exchange and the New York Stock Exchange, respectively.
Enel Américas is Latin America’s largest private electricity company, with an installed capacity of 14.9 GW and 28 million customers in the region. With its network of subsidiaries, it generates, transmits, and/or distributes energy in Argentina, Brazil, Colombia, Peru, Guatemala, Costa Rica, and Panama.
1 Calculated at the exchange rate of 15 April 2021 of 847.87Chilean pesos for 1 euro.