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Enel Américas Board of Directors promotes a merger with Enel Green Power, which will lead the Italian company to increase its participation – which currently stands at 65% – in the company. Business does not consider assets in Chile.
Four years after completing a tough corporate reorganization process that gave life to Enel Américas – a company that concentrates the generation and distribution assets of the former Enersis in Peru, Colombia, Brazil and Argentina, in addition to value-added services -, the Italian is driving a new process.
This time, the objective is to merge this company -which in 2019 had sales of US $ 13 billion- with the investment arm in renewable energies of the Italian company, Enel Green Power (EGP), in the region, which ran for different lanes.
This was announced this Monday through an essential fact sent to the Commission for the Financial Market (CMF), where it is reported that the operation seeks to optimize the financial structure of Enel Américas and support the future growth of the companies.
In 2016, when the battled reorganization started in 2015, which separated the assets in Chile from those in the rest of the region, was closing, the company had ruled out merging them with EGP, as requested by some minorities. Finally, in 2017 it promoted a formula to incorporate this company into Enel Chile and now it is also doing so in Enel Américas.
If the idea reaches port, Enel Américas will be able to increase its installed capacity in the region from the current 11.3 GW to 16.3 GW, considering that Enel Green Power has operational and under construction capacity in Central and South America (excluding Chile) , in addition to a pipeline that will be evaluated in the course of the operation.
In addition, the countries where the former Enersis is located – Peru, Colombia, Brazil and Argentina – will be joined by the presence in Costa Rica, Guatemala and Panama, which has the renewables arm of the Italian company.
But, in addition, it will imply a rearrangement of the shareholdings in Enel Américas. Currently the Italian has 65% of the company. By incorporating EGP’s assets, its participation will increase depending on the economic valuations made of the assets, which will be carried out by independent experts, since it is considered a transaction between related parties.
In the process, the Italian will have to gain the support of minorities. First, because it requires making a change in the bylaws of Enel Américas, which prevent any shareholder from concentrating more than 65% of the company. For this, it requires 75% of the titles. And then, because this will imply that minorities will have less shareholding weight within the company.
Banco Santander and Banchile Asesoría Financiera will be the independent evaluators of the merger, for the board of directors and the Directors’ Committee. Furthermore, Pablo D’Agliano is the independent expert appointed by the board of directors.
Origin of the proposal
During the morning of this Tuesday, the company will explain to the market the scope and foundations of the decision. However, in the essential event where it was announced, it was explained that the board of Enel Américas – which unanimously approved the start of this process – recognizes that, in the current context in the region, renewable energies are strongly increasing their presence.
“In order for Enel Américas to continue strengthening its growth strategy, capturing all future opportunities and consolidate itself as the actor destined to lead the energy transition in the Central and South American region, it is highly recommended to consolidate within its perimeter participation in non-conventional renewable energy companies “, they indicated.
For this reason, they sent a letter to the parent company in Italy, which was responded favorably this Monday, provided that “it is done at market prices and guaranteeing growth capacity, without affecting financial solvency. Enel Américas Board of Directors considered that a merger was the most appropriate mechanism to complete the integration, guaranteeing growth capacity, without affecting financial solvency, “said the company.
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