SANTIAGO, Chile, Feb. 16, 2018 /PRNewswire/ -- ENEL CHILE S.A. ("Enel Chile") (NYSE: ENIC) today
announced the commencement of its concurrent tender offers for
shares of common stock and American Depositary Shares ("ADSs") of
its subsidiary Enel Generación Chile S.A. ("Enel Generación"):
- A tender offer for (i) all outstanding shares of common stock
of Enel Generación ("Enel Generación Shares") held by U.S. persons
for Ch$590 per share in cash, payable in U.S. dollars and (ii) all
outstanding ADSs of Enel Generación ("Enel Generación ADSs") held
by holders of Enel Generación ADSs, wherever located, for Ch$17,700
per ADS in cash, payable in U.S. dollars, in each case upon the
terms and subject to certain conditions described in the U.S.
prospectus (including the U.S. Share/ADS Subscription Condition
described below) and in the related U.S. tender offer acceptance
documents (the "U.S. Offer"); and
- A voluntary public tender offer in Chile for all outstanding Enel Generación
Shares, other than Enel Generación Shares currently owned by Enel
Chile and its affiliates, at a price of Ch$590 per share in cash,
payable in Chilean pesos, upon the terms and subject to certain
conditions described in the Chilean prospectus (including the
Chilean Share Subscription Condition described below) (the "Chilean
Offer").
THE U.S. OFFER WILL EXPIRE AT 4:30
P.M., NEW YORK CITY TIME,
ON MARCH 22, 2018, UNLESS
EXTENDED. THE CHILEAN OFFER WILL EXPIRE AT 5:30 P.M., SANTIAGO TIME, ON MARCH
22, 2018.
The U.S. Offer is subject to the condition that tendering
holders of Enel Generación Shares and/or Enel Generación ADSs shall
have agreed to apply Ch$236 of the consideration for each Enel
Generación Share tendered and Ch$7,080 of the consideration for
each Enel Generación ADS tendered to subscribe for shares of common
stock of Enel Chile ("Enel Chile Shares") at a subscription price
of Ch$82 per Enel Chile Share (or Ch$4,100 per ADS of Enel Chile,
each representing 50 Enel Chile Shares ("Enel Chile ADS")) (the
"U.S. Share/ADS Subscription Condition"). Following completion of
the U.S. Offer, (i) for each Enel Generación Share tendered in the
U.S. Offer, an Enel Generación shareholder will receive Ch$354 in
cash, payable in U.S. dollars, and 2.87807 Enel Chile Shares as a
result of satisfaction of the U.S. Share/ADS Subscription Condition
and (ii) for each Enel Generación ADS tendered in the U.S. Offer,
an Enel Generación ADS holder will receive Ch$10,620 in cash,
payable in U.S. dollars, and 1.72683 Enel Chile ADSs (subject to a
ADS issuance fee) as a result of satisfaction of the U.S. Share/ADS
Subscription Condition.
The Chilean Offer is subject to the condition that tendering
holders of Enel Generación Shares shall have agreed to apply Ch$236
of the consideration for each Enel Generación Share tendered to
subscribe for Enel Chile Shares at a subscription price of Ch$82
per Enel Chile Share (the "Chilean Share Subscription Condition").
As a result, following completion of the Chilean Offer, for each
Enel Generación Share tendered, an Enel Generación shareholder will
receive Ch$354 in cash and 2.87807 Enel Chile Shares as a result of
satisfaction of the Chilean Share Subscription Condition.
The U.S. Offer and the Chilean Offer (collectively, the
"Offers") are part of the corporate reorganization of Enel Chile,
consisting of the Offers, a capital increase by Enel Chile in
connection with the Offers and the proposed merger of Enel Green
Power Latin America S.A. ("EGPL") with Enel Chile. The Offers are
subject to, among other conditions, the following conditions: (i)
Enel Chile holds a more than 75% interest in Enel Generación
following the consummation of the Offers; (ii) Enel Chile has
available for issuance the necessary number of newly issued Enel
Chile Shares following the expiration of the preemptive right
offering in the capital increase related to the Offers, for the
satisfaction of the Chilean Share Subscription Condition and the
U.S. Share/ADS Subscription Condition; and (iii) Enel S.p.A.
does not cease to be at any time the controlling shareholder of
Enel Chile and maintains at all times ownership of more than 50.1%
of the voting shares of Enel Chile.
The U.S. Offer is being made pursuant to a prospectus (the "U.S.
prospectus") contained in a registration statement on Form F-4
filed with the U.S. Securities and Exchange Commission (the "SEC")
and is open to all holders of Enel Generación ADSs and holders of
Enel Generación Shares who are U.S. persons. Non-U.S. persons
will not be permitted to tender their Enel Generación Shares in the
U.S. Offers. Enel Generación ADSs may only be tendered in the
U.S. Offer.
The Chilean Offer is being made pursuant to a prospectus filed
with the Chilean Financial Market Commission (Comisión para el
Mercado Financiero) and is open to all holders of Enel
Generación Shares (including Enel Generación Shares held by U.S.
persons).
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.
The solicitation of offers to purchase Enel Generación Shares
and ADSs in the United States will
only be made (i) in the case of the U.S. Offers, through the U.S.
prospectus and the related U.S. Offer acceptance materials that are
being filed with the SEC and mailed to holders of Enel Generación
Shares and ADSs eligible to participate in the U.S. Offer and (ii)
in the case of the Chilean Offer, the Chilean prospectus.
Additional copies of the materials for the U.S. Offer may be
obtained for free from the SEC's website at www.sec.gov or from
Georgeson LLC, the information agent for the U.S. Offer (contact
information below). Holders of Enel Generación Shares and
ADSs are urged to read carefully the U.S. prospectus or the Chilean
prospectus, as applicable, and any other related documents that are
or will be filed with the SEC, as well as any amendments and
supplements to those documents because they contain important
information. This announcement is not for publication,
release or distribution in or into any jurisdiction where it would
otherwise be prohibited.
Contact Information
Questions on the Chilean Offer and requests for assistance may
be directed to BTG Pactual Chile S.A. Corredores de Bolsa, the
tender agent for the Chilean Offer:
BTG PACTUAL CHILE S.A. CORREDORES DE BOLSA
Avenida
Costanera Sur 2730, Piso 23, Las Condes
Santiago, Chile
Telephone: +56 2 2587 5450
E-mail: contactochile@btgpactual.com
Questions on the U.S. Offer and requests for assistance may be
directed to Georgeson LLC, the information agent in connection with
the U.S. Offer:
GEORGESON LLC
1290 Avenue of Americas,
9th Floor
New York, New York 10104
Telephone: +1 (866) 216-0459 (U.S. Toll-Free)/ +1 (781) 575-2137
(International)
E-mail: enelchile@georgeson.com
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 Offer, 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, cost savings 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 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