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: September 23, 2016

Argentine Securities Commission Approval of Cash Tender Offer

On September 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 ) indicating that the Argentine Securities Commission has approved its previously announced mandatory cash tender offer for Class B Shares of Petrobras Argentina S.A. 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 +54‑11‑4344‑6000 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.

2


 
 

 

Exhibit 1

 

 

Buenos Aires, September 23, 2016

 

COMISIÓN NACIONAL

DE VALORES

 

MERCADO DE VALORES

DE BUENOS AIRES

 

Ref.: Relevant Event. Approval from CNV of Cash Tender Offer.

 

Dear Sirs,

I address to the  Comisión Nacional de Valores  and  Mercado de Valores de Buenos Aires  in my capacity as Responsible of Market Relations of Pampa Energía S.A. (‘ Pampa ’ or the ‘ Company ’) to inform that the CNV’s Board of Directors, within the File N° 1889/16 “Pampa Energía S.A. regarding Mandatory Tender Offer in Cash and Voluntary Exchange of Petrobras Argentina S.A.”, has approved the Company’s Mandatory Cash Tender Offer regarding Petrobras Argentina S.A. Class B, Ordinary shares with a nominal value of AR$1 each, with one vote per share.

Given that the offers are also subject to obtaining the approval of the Securities and Exchange Commission, which is still pending, we inform to the investor community that, once obtained all necessary approvals, the Company will immediately disclose to the market about launching procedures, according to the terms and conditions of the corresponding prospectus.

Sincerely,

 

                       

 

 

______________________

Victoria Hitce

Responsible of Market Relations

 

 

 

 

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