| Filed by: Enersis Américas S.A. (Commission File No. 001-12440) pursuant to Rule 425 promulgated under the Securities Act of 1933, as amended Subject Company: Endesa Américas S.A. (Commission File No. 001-37724) Form F-4 Registration No. 333-211405 |
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September, 2016
Commission File Number: 001-12440
Enersis Américas S.A.
(Translation of Registrant’s Name into English)
Santa Rosa 76
Santiago, Chile
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes [ ] No [X]
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes [ ] No [X]
Indicate by check mark whether by furnishing the information
ontained in this Form, the Registrant is also thereby furnishing the
information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes [ ] No [X]
If °;Yes” is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A
Important Information For Investors and Shareholders
This communication relates to a proposed merger between Enersis Américas S.A. (“Enersis Américas”) and Endesa Américas S.A. (“Endesa Américas”). In connection with the proposed merger, Enersis Américas and Endesa Américas are distributing a joint information statement/prospectus containing information about the proposed merger to their respective shareholders and holders of American Depositary Shares (ADSs). The joint information statement/prospectus is included in the registration statement on Form F-4 (Registration No. 333-211405) filed with the Securities and Exchange Commission (the “SEC”). Shareholders and ADS holders of Enersis Américas and Endesa Américas are urged to read the joint information statement/prospectus and other documents filed with the SEC carefully and in their entirety because they contain important information about Enersis Américas, Endesa Américas and the proposed merger.
Investors and security holders may obtain free copies of the prospectus/information statement and other documents filed with the SEC by Enersis Américas and Endesa Américas on the SEC’s website at www.sec.gov. Copies of the prospectus/information statement and the other documents filed with the SEC by Enersis Américas are also available free of charge on the Enersis Américas Investor Relations website at www.enersisamericas.cl or by contacting Enersis Américas S.A. at Santa Rosa 76, Piso 15, Santiago, Chile, Attention: Investor Relations or by phone at +56 2 2353 4400 or by E-mail at ir.enersis@enel.com. Copies of the prospectus/information statement and the other documents filed with the SEC by Endesa Américas are available free of charge on the Endesa Américas Investor Relations website at www.endesaamericas.cl or by contacting Endesa Américas S.A. at Santa Rosa 76, Piso 15, Santiago, Chile, Attention: Investor Relations or by phone at +56 2 2630 9000 or by E-mail at ir.endesacl@enel.com.
CPAM: 10391646.3
SIGNIFICANT EVENT
Enersis Américas S.A.
Securities Registry Registration N° 175
Santiago, September 12, 2016
Ger. Gen. N° 58/2016
Mr. Carlos Pavez Tolosa
Superintendent of Securities and Insurance
Superintendence of Securities and Insurance
Avenida Alameda Bernardo O’Higgins No. 1449
Santiago, Chile
Ref.: Significant Event
Dear Sir:
Pursuant to the provisions of articles 9 and 10, paragraph two, of Securities Market Law No. 18,045, and to the provisions of General Norm No. 30 of the Superintendence, and exercising the powers conferred upon me, I inform you by Significant Event, that the Board of Directors of Enersis Américas S.A. (“Enersis Américas” or the “Company”), at an extraordinary meeting held today, agreed by unanimous decision of its members and in accordance with the information announced in the Significant Event dated August 31, to proceed with a public acquisition of shares (“OPA” in its Spanish acronym) for all shares issued by Endesa Américas S.A. and a “Tender Offer” for all American Depositary Shares (“ADSs”) and for shares whose holders are residents of the United States, issued by said company.
It is reported that the Notice of Commencement of the aforementioned OPA will be published tomorrow, September 13, in Chile and the Tender Offer will be disseminated on September 14 in the United States, initiating the receipt of tenders in both offers of the shareholders of Endesa Américas S.A., as of September 14. The terms and conditions of the OPA and Tender Offer are essentially the same and are reflected in the Prospectus of the OPA and the Schedule TO, which will be made available to the shareholders of Endesa Américas S.A. and the market generally no later than September 14 on the Company’s website: www.enersis.cl.
Cordially,
Domingo Valdés Prieto
General Counsel
2
CPAM: 10391646.3
c.c. Central Bank of Chile
Santiago Stock Exchange
Chilean Electronic Stock Exchange
Valparaíso Stock Exchange
Banco Santander Santiago – Bondholders Representatives
Central Securities Depositary
Risk Classification Commission
National Economic Prosecutor's Office
3
CPAM: 10391646.3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Enersis Américas S.A. | |
| By: /s/ Luca D'Agnese | |
| -------------------------------------------------- | |
| Title: Chief Executive Officer |
Date: September 12, 2016