SANTIAGO, Chile, March 26, 2018 /PRNewswire/ -- ENEL
CHILE S.A. ("Enel Chile") (NYSE:
ENIC) announced today the results of its tender offers for all of
the outstanding shares of common stock of Enel Generación Chile
S.A. ("Enel Generación"), including in the form of American
Depositary Shares ("ADSs"), that are not owned by Enel Chile and
that all of the conditions to the corporate reorganization of Enel
Chile (the "Reorganization") have been satisfied. The
Reorganization includes (i) the Tender Offers (as defined below),
(ii) a capital increase by Enel Chile in connection with the Tender
Offers and a related preemptive rights offering (the "Rights
Offering"), and (iii) a merger of Enel Green Power Latin América
S.A. ("EGPL") with and into Enel Chile (the "Merger").
Enel Chile made a tender offer in Chile for common shares of Enel Generación
other than shares owned by Enel Chile (the "Chilean Offer")
and a concurrent tender offer in the
United States for Enel Generación common shares held by U.S.
holders and for Enel Generación ADSs held by all holders (the "U.S.
Offer" and together with the Chilean Offer, the "Tender Offers").
Each Enel Generación ADS represents 30 common shares of Enel
Generación. The Chilean Offer and the U.S. Offer each commenced on
February 16, 2018 and expired at
5:30 p.m., Santiago time, and 4:30
p.m., New York City time,
respectively, on March 22, 2018.
No shares of common stock and a total of 5,691,996 ADSs of Enel
Generación were validly tendered and not withdrawn pursuant to the
U.S. Offer. In addition, according to the definitive notice of
results published on March 25, 2018
by Enel Chile in Chile, a total of
2,582,336,287 common shares of Enel Generación were tendered
pursuant to the Chilean Offer. The common shares and ADSs of Enel
Generación tendered pursuant to the Tender Offers represent an
aggregate of 2,753,096,167 common shares of Enel Generación.
All common shares and ADSs of Enel Generación tendered in the
Tender Offers have been accepted for payment and payment is
expected to be made on April 2, 2018
in accordance with Chilean practice.
In the Rights Offering, holders of subscription rights issued to
existing Enel Chile shareholders elected to exercise subscription
rights to purchase an aggregate of 47,863,307 new common shares of
Enel Chile.
As a result of the successful Tender Offers and the other
conditions precedent to the transactions that are part of the
Reorganization, including the Merger and the capital increase being
satisfied:
- The amendments to the Bylaws of Enel Generación that were
approved by the shareholders of Enel Generación on December 20, 2017, became effective as of
March 25, 2018;
- The Merger will become effective on April 2, 2018; and
- The payment of the consideration by Enel Chile to the holders
of Enel Generación shares and ADSs tendered in the Tender Offer
(including the delivery of Enel Chile shares and ADSs subscribed
for using a portion of the cash consideration) is expected to occur
on April 2, 2018.
Prior to the completion of the Reorganization, Enel Chile owns
approximately 60.0% of the common shares of Enel Generación and
Enel S.p.A. owns approximately 60.6% of the common shares of Enel
Chile. Based on preliminary results: (i) upon purchase of the
common shares and ADSs of Enel Generación pursuant to the Tender
Offers, Enel Chile's ownership in Enel Generación will increase to
7,672,584,961 common shares (including those represented by ADSs)
or approximately 93.55% of the total outstanding common shares of
Enel Generación, which will leave 529,169,619 common shares of Enel
Generación (including those represented by 4,233,476 ADSs) held by
parties other than Enel Chile, and (ii) after giving effect to the
Rights Offering and the Merger, Enel S.p.A. will own 42,832,058,393
common shares of Enel Chile, or approximately 61.93% of the
total outstanding common shares of Enel Chile.
This announcement is for information purposes only and does not
constitute the legal announcement required under Chilean law of the
final results of the Chilean Offer, which announcement was made in
Chile on March 25, 2018.
No Offer or Solicitations
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and does not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful, nor shall there be any sale
of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or
jurisdiction. This announcement is not for publication, release or
distribution in or into any jurisdiction where it would otherwise
be prohibited.
Contact Information
For further information, please contact:
Investor Relations Department
e-mail: ir.enelchile@enel.com
Phone: +56 22353 4682
Address: Santa Rosa 76, Santiago, Chile
Forward-Looking Statement
This press release contains statements that could constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements include
statements regarding the intent, belief or current expectations of
Enel Chile and its management with respect to, among other things:
(1) the Reorganization, including the Tender Offers, the capital
increase and the related Rights Offering, and the Merger with EGPL;
(2) any statements preceded by, followed by or that include the
words "believes," "expects," "predicts," "anticipates," "intends,"
"estimates," "should," "may" or similar expressions; and (3) any
statement that is not a historical fact. Such forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties. Actual results may differ materially from
those in the forward-looking statements as a result of various
factors. These factors include, but are not limited to, the
following: (1) Enel Chile may fail to realize the business growth
opportunities, revenue benefits and other benefits anticipated from
the proposed Reorganization described herein; (2) Enel Chile may
incur unanticipated costs associated with the proposed
Reorganization; (3) potential integration of Enel Chile and EGPL
may be difficult and expensive; (4) Enel Chile, following the
consummation of the proposed Reorganization, may not be able to
retain key employees or efficiently manage the larger and broader
organization, which could negatively affect its operations and
financial condition; (5) the proposed Reorganization may be delayed
or may not be consummated, negatively affecting the market price of
Enel Chile's stock; and (6) the other risk factors discussed in
Enel Chile's Annual Report on Form 20-F for the year ended
December 31, 2016, under the heading
"Item 3.D. Risk Factors." There can be no assurance that the
proposed Reorganization, including the Tender Offers or any other
transaction described in this press release, will in fact be
consummated in the manner described or at all. These
forward-looking statements are made only as of the date hereof.
Enel Chile undertakes no obligation to update these forward-looking
statements, except as required by law.
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SOURCE Enel Chile