Amended Tender Offer Statement by Third Party (sc To-t/a)
November 16 2021 - 4:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
AMENDMENT NO. 1 (RULE 14D-100)
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
EMPRESA
DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR)
(Name of Subject Company (Issuer))
EMPRESA DE ENERGÍA DEL CONO SUR
S.A.
And
SOUTH AMERICAN ENERGY LLP
(Names of Filing Persons (Offerors))
CLASS B
COMMON SHARES, par value 1 Peso per share (ISIN: ARENOR010020), including Class B Shares represented by American Depositary
Shares
(Title of Class of Securities)
29244A102
(CUSIP Number of Class of Securities)
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
EMPRESA DE ENERGÍA
DEL CONO SUR S.A.
And
SOUTH AMERICAN ENERGY
LLP
(Names of Filing Persons (Offerors))
CLASS B
COMMON SHARES, par value 1 Peso per share (ISIN: ARENOR010020), including
Class B Shares represented by American Depositary Shares
(Title of Class of Securities)
29244A102
(CUSIP Number of Class of Securities)
Nicolas Mallo Huergo
c/o Maipú 1252, 12th floor,
City of Buenos Aires, (CP1006),
Argentina
With a copy to:
Christopher C. Paci, Esq.
J.A. Glaccum, Esq.
Nicolas Teijeiro, Esq.
DLA Piper LLP (US)
1251 6th Ave.
New York, NY 10020
(212) 225-2000
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications on behalf of the Filing Persons)
CALCULATION OF FILING FEE
Transaction
Valuation(1)
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Amount of Filing Fee
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U.S.$114,594,527
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U.S.$10,622.82
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☒
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(1)
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Estimated for purposes of calculating the filing fee pursuant to Rule 0-11(d)
only. The Transaction Valuation was calculated assuming the purchase of all outstanding Class B Shares (including Class B shares underlying
the American Depositary Shares), other than Class B Shares and ADSs owned directly or indirectly by the Filing Person or its affiliates
(including shares held as treasury shares) at a purchase price of 29.34 Argentine pesos (“Ps.”) per Class B Share and converted
into U.S. dollars based on the official selling exchange rate of Ps. 105.25 per U.S.$1.00 as reported by Banco de la Nación Argentina
on November 10, 2021. As of November 10, 2021, there were 411,075,965 issued and outstanding Class B Shares (including Class B Shares
underlying the American Depositary Shares) but excluding shares owned by the Filing Person or its affiliates (including shares held as
treasury shares).
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Amount Previously Paid: US$10,622.82 Filing
Party: Empresa de Energía del Cono Sur S.A. and South American Energy LLP
Form or Registration No.: Schedule TO-T Date Filed: November
12, 2021
☐ Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
☒ third
party tender offer subject to Rule 14d-1.
☐ issuer
tender offer subject to 13e-4.
☒ going-private
transaction subject to Rule 13e-3.
☐ amendment
to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer:
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
☐ Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
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☒
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 1 (this “Amendment”)
amends and supplements the Tender Offer Statement on a combined Schedule TO and Schedule 13E-3 under cover of Schedule TO originally filed
on November 12, 2021, (together with any subsequent amendments and supplements thereto, the “Schedule TO”) by Empresa
de Energía del Cono Sur S.A. (“Edelcos”) and South American Energy LLP (“SAE”, and together with Edelcos
the “Bidders”) and relates to the offer by the Bidders to purchase any and all outstanding Class B shares, par value Ps. 1.00
per share (the “Class B Shares”), including Class B Shares represented by American Depositary Shares (“ADSs”),
of Empresa Distribuidora y Comercializadora Norte S.A., a corporation organized under the laws of the Republic of Argentina (“Edenor”).
The offer is being made on the terms and subject
to the conditions set forth in the offer to purchase dated November 12, 2021 (the "U.S. Offer to Purchase") incorporated
herein by reference and in the related documents (which, together with any amendments or supplements thereto, collectively constitute
the "U.S. Offer"). The U.S. Offer is being made in conjunction with an offer by Edelcos in Argentina for all outstanding
Class B Shares (the "Argentine Offer," and together with the U.S. Offer, the "Offers"). The price offered
in the Argentine Offer is the same on a per Class B Share basis as the Offer Price in the U.S. Offer. This Schedule TO is intended solely
for (i) holders of Class B Shares that are U.S. residents (under the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act
of 1934, as amended) and (ii) holders of Class B Shares represented by American Depositary Shares (each representing rights to 20 Class
B Shares). The information set forth in the U.S. Offer to Purchase is incorporated herein by reference with respect to Items 1 through
11 of this Schedule TO. This Schedule TO is being filed on behalf of the Bidders.
Except as otherwise set forth in this
Amendment, the information set forth in the Schedule TO remains unchanged.
Exhibit (a)(1)(v) to Item 12 is hereby replaced with Exhibit
99(a)(1)(v).
None.
* Previously
filed with Schedule TO.
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 16, 2021
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EMPRESA DE ENERGÍA DEL CONO SUR S.A.
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/s/ Ricardo Nicolás Mallo Huergo
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Name: Ricardo Nicolás Mallo Huergo
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Title: Authorized Signatory
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SOUTH AMERICAN ENERGY LLP
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/s/ Ricardo Nicolás Mallo Huergo
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Name: Ricardo Nicolás Mallo Huergo
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Title: Authorized Signatory
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