Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
October 05 2016 - 5:11PM
Edgar (US Regulatory)
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: October 5, 2016
Comparison of Mandatory Cash Tender Offer
Price
On October 4, 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
) setting
forth a comparison of the price offered by Pampa Energía in its mandatory cash
tender offer for Class B Shares of Petrobras Argentina S.A. with the
valuations furnished by Puente Hnos. S.A. and Finanzas & Gestión 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.
Buenos Aires,
October 4, 2016
COMISIÓN NACIONAL
DE VALORES
MERCADO DE VALORES
DE BUENOS AIRES
Ref.:
Cash Tender Offer – Comparative chart, Art. 28 from Chapter II, Title III of
the CNV Regulation.
Dear Sirs,
I address the
Comisión Nacional de Valores
(“
CNV
”)
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 attach a comparative price chart, required by article 28
of Chapter II, Title III of CNV Regulations, in relation to the Mandatory Cash
Tender Offer to be made by the Company r
egarding
Petrobras Argentina S.A. Class B, Ordinary shares with a nominal value of AR$1
each, with one vote per share.
The values included in Exhibit I are derived from
the valuation reports of Petrobras Argentina S.A. furnished by Puente Hnos.
S.A. and Finanzas & Gestión S.A., which were made public in the relevant
event of the Company published on May 23, 2016 in the AIF of the CNV.
Sincerely,
______________________
María Agustina
Montes
Responsible of Market Relations
Exhibit I
Comparative Chart of Prices
Mandatory Cash Tender Offer
Criteria
|
Value per Share in Argentine Pesos
|
Weight granted by each valuator
|
Shares Equity Value
|
Both F&G and Puente arrived at a value of
AR$6.94
per share, considering the Company´s Consolidated Financial Statements for the intermediate period of three months ending on March 31st 2016.
|
F&G: 10%
Puente: 5%
|
Discounted Cash Flow Valuation
|
Puente: Average Price per Share
AR$9.29
.
F&G: Average Price per Share
AR$9.54
.
|
F&G: 60%
Puente: 80%
|
Share Market Value
|
Both F&G and Puente obtained an Average Price per Share of
AR$8.79
|
F&G: 30%
Puente: 10%
|
Applicable Indicators to companies of comparable business
|
Puente used this criteria and obtained a Price per Share of
AR$9.62
|
Puente: 5%
|
Price Offered by Pampa Energía S.A.
|
$10.3735
|
Based on a weighed combination of the results obtained using each of the above methods, Puente estimated a Price per Share for the shares of Petrobras Argentina S.A. in a range from AR$8.79 to AR$9.62.
Based on a weighed combination of the results obtained using each of the above methods, F&G estimated a Price per Share for the shares of Petrobras Argentina S.A. in a range from AR$8.69 to AR$9.53.
As per the resolution of the Board of Directors in the meeting held on September 7, 2016, the Company will offer a Price of AR$10.3735 per Share in the Mandatory Cash Tender Offer. On September 22, 2016, the Board of Directors of the CNV formally approved the Cash Tender Offer.
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