Enel Americas S.A. · BCS:ENELAM
Enel Americas — Enersis — Merger or Acquisition (November 2015)
7 slides from Enel Americas's merger presentation, Nov 25, 2015
Slide 1: Enersis reorganization update
Enersis reorganization update November 25th, 2015
Slide 2: Conditions set for the approval of the reorganization
Enersis reorganization update Conditions set for the approval of the reorganization Topics Description 1.1 Exchange ratio for the Americas’ merger Define an exchange ratio for the merger as opposed to a range 1.2 Agreement between Endesa (EOC) Chile/EGP on renewables Mitigate potential conflicts of
Slide 3: ENI Board of Directors' proposals and Enel commitments
Enersis reorganization update ENI Board of Directors’ proposals and Enel commitments Topics Enersis BoD’s proposals Enel Commitments Propose exchange ratio: 2.8 1.1 Exchange ratio for the Americas’ merger shares for EOC Americas; 5.0 Commit to vote in favor shares for Chilectra Americas Promote JV E
Slide 4: Focus on the exchange ratio proposal for Americas' holdings merger
Enersis reorganization update 1 Focus on the exchange ratio proposal for Americas’ holdings merger Range BoD Enersis Range BoD Endesa Chile Exchange ratio EOC Americas/ENI Americas 2.30 2.75 2.80 3.00 Exchange ratio CHI Americas/ENI Americas 5.00 5.00 5.00 5.00 N. shares ENI Americas post spin-off (
Slide 5: Focus on possible terms of agreement between EGP and Endesa Chile (EOC) in Chile
Enersis reorganization update 2 Focus on possible terms of agreement between EGP and Endesa Chile (EOC) in Chile Promote an agreement between EGP and EOC Chile for the joint development of non- conventional renewable energy projects in Chile, based on terms already discussed with Endesa Chile Indepe
Slide 6: Focus on the proposed scheme for EOC Americas minorities protection
Enersis reorganization update 3 Focus on the proposed scheme for EOC Americas minorities protection Proposed scheme to protect minority shareholders Key terms and conditions of the tender Full tender offer (TO) over EOC Americas to guarantee a fixed Offer scope • 40.02% of share capital of EOC Ameri
Slide 7: Indicative timetable and next steps
Enersis reorganization update Indicative timetable and next steps Spin-offs process: ~ 2 months Merger process: ~ 6 months 2nd Quarter 2016 Launching EGMs1 to vote spin- Merger of of tender EGMs to offs2 on the basis of Spin-offs Enersis offer (TO) vote the reference exchange effective Americas for