Filed by Pampa Energía
S.A. (Pampa Energy Inc.) pursuant to Rule 425 under the Securities Act of
1933 and
deemed filed pursuant to Rule 14d‑2(b) under the Securities Exchange
Act of 1934
Subject Company: Petrobras Argentina S.A.
Filer’s Commission File Number: 001‑34429
Subject Company’s Commission File Number: 333‑155319
Date: June 24, 2016
Summary of Shareholders' Meeting of June
22, 2016
On June 23, 2016, Pampa Energía S.A.,
an Argentine corporation (“
Pampa Energía
”), made a filing (the “
Filing
”)
with the Argentine Securities Commission (
Comisión Nacional de Valores
) and
the Buenos Aires Stock Exchange (
Bolsa de Comercio de Buenos Aires
) including
a summary of the resolutions adopted at the General Ordinary and Extraordinary
Shareholders’ Meeting of Pampa Energía held on June 22, 2016. An
English-language translation of the Filing is attached as Exhibit 1.
Additional Information and Where to Find It
The tender offer and the exchange offer
referenced in this communication have not yet commenced. This communication is
for informational purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares, nor is it a substitute for any offer
materials that Pampa Energía will file with the U.S. Securities and Exchange
Commission (“SEC”). If the tender offer and the exchange offer are commenced, Pampa
Energía will file a tender offer statement on Schedule TO (and may later
file amendments thereto) and a registration statement on Form F‑4 (and
may later file amendments thereto), and Petrobras Argentina will file a
Solicitation/Recommendation Statement on Schedule 14D‑9 (and may
later file amendments thereto), in each case, with the SEC with respect to the tender
offer and the exchange offer. Pampa Energía and Petrobras Argentina may also
file other documents with the SEC regarding the transaction. THE TENDER OFFER
AND EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL, AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND
CERTAIN OTHER TENDER OFFER AND EXCHANGE OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION.
PETROBRAS ARGENTINA SHAREHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF PETROBRAS ARGENTINA SECURITIES SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING SELLING OR EXCHANGING THEIR SECURITIES. The Offer to
Purchase, the related Letter of Transmittal, the Offer to Exchange, the related
Letter of Transmittal and certain other tender offer and exchange offer
documents, as well as the Solicitation/Recommendation Statement, will be made
available to all holders of Petrobras Argentina shares at no expense to them. The
tender offer and exchange offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at www.sec.gov. Additional
copies may be obtained for free by contacting Pampa Energía’s Investor
Relations department at +54‑11‑4809‑9500 or at investor@pampaenergia.com.
In addition to the Offer to Purchase, the
related Letter of Transmittal, the Offer to Exchange, the related Letter of
Transmittal and certain other tender offer and exchange offer documents, as
well as the Solicitation/Recommendation Statement, Pampa Energía and Petrobras
Argentina file annual and current reports and other information with the SEC. You
may read and copy any reports or other information filed by Pampa Energía and Petrobras
Argentina at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1‑800‑SEC‑0330
for further information on the public reference room. Pampa Energía’s and Petrobras
Argentina’s filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by the SEC
at www.sec.gov.
Forward-Looking Statements
This communication may contain
forward-looking statements. These statements are statements that are not
historical facts, and are based on management’s current view and estimates of future
economic circumstances, industry conditions, company performance and financial
results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans”
and similar expressions, as they relate to the company or the transaction, are
intended to identify forward-looking statements. Statements regarding the
declaration or payment of dividends, the implementation of principal operating
and financing strategies and capital expenditure plans, the direction of future
operations and the
factors or trends affecting
financial condition, liquidity or results of operations are examples of forward-looking
statements. Such statements reflect the current views of management and are
subject to a number of risks and uncertainties. There is no guarantee that the
expected events, trends or results will actually occur. The statements are
based on many assumptions and factors, including general economic and market
conditions, industry conditions, and operating factors. Any changes in such
assumptions or factors could cause actual results to differ materially from
current expectations.
City of Buenos Aires,
June 23, 2016
ARGENTINE SECURITIES COMMISSION (COMISIÓN
NACIONAL DE VALORES)
25 de Mayo 175
City of Buenos Aires
BUENOS AIRES STOCK EXCHANGE (BOLSA
DE COMERCIO DE BUENOS AIRES)
Sarmiento 299
City of Buenos Aires
Re.:
General
Ordinary and Extraordinary Shareholders’ Meeting of Pampa Energía S.A. held on
June 22, 2016
Dear Sirs,
I am writing to
the Buenos Aires Stock Exchange (“
BCBA
”) and the Argentine Securities
Commission (“
CNV
”), in my capacity as Market Relations Manager of
Pampa
Energía S.A.
(the “
Company
”), in compliance with the provisions of
Section 4, Chapter II, Title II of the CNV Rules and Section 75 of the BCBA
Listing Regulations.
In such regard,
please find below a summary of the resolutions adopted at the General Ordinary
and Extraordinary Shareholders’ Meeting of the Company held on June 22, 2016
(the “
Shareholders’ Meeting
”):
1)
Appointment of shareholders to approve and sign
the minutes of the Shareholders’ Meeting
.
Upon a
majority vote equivalent to 99.99% of present votes, the Shareholders’ Meeting
resolved to appoint the representatives of the shareholders Fondo de Garantía
de Sustentabilidad of the Administración Nacional de Seguridad Social (“
ANSES
”)
and The Bank of New York Mellon (“
BONY
”) to approve and sign the minutes
of the Shareholders’ Meeting.
2)
Consideration of the issuance of up to 320,000,000 new
ordinary shares of the Company, to be paid in kind by means of a transfer to
the Company of shares and/or American Depositary Receipts (“ADRs”) of Petrobras
Argentina S.A. (“Petrobras Argentina”) held by owners that elect to take part
in the exchange offer of shares and/or ADRs of the Company for shares and/or
ADRs of Petrobras Argentina (the “Exchange Offer”), which shall be offered at
the same time as the mandatory cash public tender offer of shares of Petrobras
Argentina (the “Cash Tender Offer”). Consideration of the consequent capital
increase of up to AR$ 320,000,000. The new shares to be issued shall be
ordinary, in book-entry form, of a nominal value of AR$ 1 (one peso) each, and
carry one vote per share, entitled to dividends on an equal footing with any
shares currently outstanding, and shall be issued with an issue premium
established by application of the exchange ratio described below. Consideration
of the establishment of the exchange ratio under the Exchange Offer based on
the price offered in the Cash Tender Offer, from which the following exchange
ratio results: average weighted price of the Company’s shares during the 5 days
prior to the opening of the period for the receipt of acceptance of offers (the
“Average Pampa Price”) / Price per share of Petrobras Argentina set for the
Cash Tender Offer. Delegation to the Company’s board of directors of the
determination of an adjustment factor to be applied to the exchange ratio
provided above plus or minus 10%, and delegation to the Company’s board of
directors of the determination of all other terms and conditions of issuance.
In case any offers to take part in the Exchange Offer are received for a an
amount of shares exceeding the maximum amount provided for the Exchange Offer,
the Company shall make a pro rata distribution among the relevant owners in
accordance with the description included in the offering memorandum to be
published in due time. Authorization for the Board of Directors to delegate in
turn the above mentioned powers to one or more directors and/or managers of the
Company. The issuance of the new shares and the capital increase shall be
subject to the following conditions precedent: the closing of the transaction
for the acquisition of the whole equity interest held by Petrobras
Participaciones S.L., which company is the owner of
Petrobras Argentina shares representing 67.1933% of the capital stock and
voting rights of Petrobras Argentina, and that authorization from the Argentine
Securities Commission (Comisión Nacional de Valores) and the U.S. Securities
and Exchange Commission (SEC) is obtained.
The Shareholders’ Meeting, acting
as Extraordinary for this item of the agenda, upon a majority vote equivalent
to 99.99% of present votes, resolved to:
(i)
Approve the issuance of
up to 320,000,000 new ordinary shares of the Company, to be paid in kind by
means of a transfer to the Company of shares and/or American Depositary
Receipts (ADRs) of Petrobras Argentina S.A. (“
Petrobras Argentina
”) held
by owners that elect to take part in the exchange offer of shares of the
Company for shares of Petrobras Argentina (the “
Exchange Offer
”), which
shall be offered at the same time as the mandatory cash public tender offer of
shares of Petrobras Argentina (the “
Cash Tender Offer
”).
(ii)
Approve the consequent
capital increase for up to AR$ 320,000,000, it being stated for the record that
such increase will represent up to 15.87% of the capital stock after the above
mentioned increase is effected.
(iii)
Declare that the new
shares to be issued shall be ordinary, in book-entry form, of a nominal value
of AR$ 1 (one peso) each, and carry one vote per share, entitled to dividends
on an equal footing with any shares currently outstanding, and shall be issued with
an issue premium established by application of the exchange ratio described
below.
(iv)
Fix the exchange ratio
for the Exchange Offer on the basis of the price offered in the Cash Tender
Offer, from which the following exchange ratio results: average weighted price
of the Company’s shares during the 5 days prior to the opening of the period
for the receipt of acceptance of offers (the “
Average Pampa Price
”) /
Price per share of Petrobras Argentina set for the Cash Tender Offer.
(v)
Delegate to the
Company’s board of directors the determination of an adjustment factor to be
applied to the exchange ratio provided above plus or minus 10%, and delegation
to the Company’s board of directors the determination of all other terms and
conditions of the issuance.
(vi)
Authorize the Board of Directors to
delegate in turn the above mentioned powers to one or more directors and/or
managers of the Company.
(vii)
Declare that the
closing of the transaction (the
“Transaction”
) that consists of
acquiring all the capital stock of Petrobras Participaciones S.L., a company
that owns 67.1933% of the capital stock and votes of Petrobras Argentina S.A.
(“
Petrobras Argentina
”), shall be a condition for the issuance of the
new shares and the capital increase, and that authorization from the Argentine
Securities Commission (Comisión Nacional de Valores) and the U.S. Securities
and Exchange Commission (SEC) is obtained.
3)
Consideration of the suspension of first
refusal rights under section 197 of the Argentine Companies Law for the
subscription of the new ordinary shares of the Company to be issued if the
capital increase considered under the preceding item of the Agenda is approved.
The Shareholders’
Meeting, acting as Extraordinary for this item of the agenda, upon a majority
vote equivalent to 81.04% of the capital stock and votes of the Company, in
accordance with sections 197 and 244
in fine
of the Argentine Companies
Law (
Ley General de Sociedades
), resolved a suspension of first refusal
rights,
in accordance with article 197 of
the Argentine Companies Law, in the subscription of the new ordinary shares of
the Company to be issued under the considered and approved previous item of the
Agenda.
4)
Consideration of an amendment to section 4 of the Corporate
Bylaws (Corporate Purpose).
The Shareholders’ Meeting, acting
as Extraordinary for this item of the agenda, upon a majority vote equivalent
to 71.82% of the capital stock and votes of the Company, in accordance with
article 244
in fine
of the Argentine Companies Law, resolved to amend
section 4 of the Company´s Corporate Bylaws as follows:
“SECTION FOUR:
The purpose of the Company is to engage, by
itself, through the intermediation of or in association with third parties, in
its own name or on behalf of third parties, in Argentina or abroad, in the
following activities: (a) Industrial: 1) “Operations designed to generate,
transform, transport and distribute electric power; 2) Explore, exploit,
prospect, detect, probe and drill hydrocarbon and any other fields, areas
and/or wells, and
develop mining activities generally;
3) buy, sell, lease and operate drilling equipment, any spare parts and
accessories thereof and enter into any contracts, perform any acts and conduct
any transactions related to mining extraction; 4), produce, process,
manufacture, buy, sell, import, export and transport own or third party’s
hydrocarbons and any products derived therefrom, either liquid, solid or
gaseous; 5) enter into all kind of contracts for the performance of works
and/or services in relation to the foregoing activities. (b) Commercial:
Commercial transactions through the importation, exportation, purchase, sale,
transportation and distribution of products and goods related to electric power
and mining production, including the performance or provision of
representation, brokerage, consignment or agency services; (c) Financial:
Financial transactions generally; loans and/or capital contributions to
individuals or companies in relation to actual or prospective business
activities; provision of guarantees, securities and bonds for the benefit of
third parties; sale, purchase and management of shares, government securities,
debentures and other securities under any of the systems or forms currently
existing or to be created in the future, other than transactions within the
scope of the Argentine Financial Entities Law; (d) Investment: Investment
activities in relation to undertakings and companies of any nature whatsoever,
within the limits established by and subject to applicable laws and
regulations; the company may organize or take part in the organization of
companies or purchase and keep equity interests in companies currently existing
or to be created in the future in Argentina or abroad, be a member of temporary
business associations, business cooperation groups, joint ventures and
consortiums. Also, the Company may, for investment purposes, purchase, develop
and dispose of, encumber, lease as lessor or lessee, grant or receive
concession rights on or enter into financial leases of real and personal
property of any kind whatsoever. (e) Services: Provide services to or act as
agent for itself or third parties. For the fulfillment of its corporate
purposes, the Company will have full legal capacity to acquire rights and incur
obligations and perform any acts not prohibited by the law or these bylaws.”
5)
Granting of authorizations for the performance
of any necessary actions and filing of documents to obtain any applicable
registration
.
Upon a majority vote equivalent to
99.99% of present votes, resolved to grant any applicable authorizations be
granted to Messrs. Gerardo Carlos Paz y/o María Agustina Montes y/o Maite
Zornoza y/o Fabiana Marcela Vidal y/o María Eugenia Sánchez Nuin y/o Luis León
Lomgombardo y/o María Soledad Moscara y/o Francisco Trigo Humarán y/o María
Cecilia Álvarez Bollea y/o Olga Guz y/o Ivan Burin y/o Diego Salaverri y/o
Victoria
Hitce y/o Pablo Fernandez Pujadas y/o Marco
Ferrario y/o Marcos Linares y/o Lucía Grima y/o Dana Bielski y/o Josefina
Ryberg y/o Natalia Deodato y/o Natalia Ostropolsky y/o Lucia Viboud, for any
necessary proceedings to be performed before the relevant agencies, including,
without limitation, the filing of any documents that may be required to obtain
authorization of the Exchange Offer by the CNV and the SEC, authorization for
the registration of the capital increase, authorization of the public offering
and trading of the shares on Mercado de Valores, and any other act that may be
necessary in relation to the CNV, Mercado de Valores, the Buenos Aires Stock
Exchange (in the exercise of powers delegated thereto by Mercado de Valores),
the SEC and the Argentine Corporate Regulatory Authority, as the case may be.
Very truly yours,
María Agustina Montes
Market Relations Manager
Petrobras Energia (NYSE:PZE)
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