Pursuant to the terms of Article 5(3) of Regulation 5/2008 of the Portuguese Securities Market Commission as well as of article 17 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council, EDP – Energias de Portugal, S.A. (EDP), has announced that EDP and EDP International Investments and Services, S.L., as the offering vehicle, both obtained corporate approvals for, and filed, a registration request with the Brazilian Securities Market Commission (CVM) regarding a tender offer for the acquisition of up to all outstanding common shares issued by EDP – Energias do Brasil S.A. (EDP Brasil), a company indirectly controlled by EDP, with the exception of the shares held, directly and indirectly, by EDP and those currently held by EDP Brasil in treasury.
The purpose of the offer is to obtaining the conversion of EDP Brasil’s registration with the CVM as a class “A” issuer into a class “B” issuer, which allows for the issuance of all types of securities except shares, depositary receipts of shares and other securities convertible into shares, as well as delisting EDP Brasil’s common shares from the special listing segment “Novo Mercado” of B3 S.A. – Brasil, Bolsa, Balcão, the Brazilian stock exchange where such shares are traded, on the condition that acceptance quorums reach the required thresholds, according to each case, pursuant to Resolution 85 of CVM, of March 31, 2022, and the Novo Mercado regulations.
This transaction is envisaged to simplify EDP’s corporate and organisational structure, thus granting increased flexibility for the financial and operational management of its activities in Brazil, in alignment with EDP’s equity story focused on renewable energy and electricity networks.
The price attributed by EDP to each of the 240,256,573 shares of EDP Brasil under the Offer is R$24.00 per share, to be paid in cash and in Brazilian currency, which corresponds to a premium of 22.26% on the closing price per share of R$19.63 on the trading session of March 1, 2023.
Banco BTG Pactual S.A., a Brazilian financial institution, shall act as financial intermediary of the Offer, being responsible for the financial settlement thereof in accordance with applicable Brazilian legislation. In addition, Banco Morgan Stanley S.A., BTG Pactual and Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados were engaged by EDP as financial and legal advisors, respectively, within the scope of the Offer.
Additionally, King & Wood Mallesons advised EDP on Spanish Law matters with a team formed by partner Pablo Díaz and senior associate Fátima García de la Torre.
