Filed by: Enersis Américas S.A. (Commission File No.:001-12440) pursuant to Rule 425 promulgated under the Securities Act of 1933, asamended 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 November, 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 have distributed 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.cl. 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@endesa.cl.
SIGNIFICANT EVENT
Enersis Américas S.A.
Securities Registry Registration N° 175
Santiago, November 15, 2016
Ger. Gen. N° 74/2016
Mr. Carlos Pavez Tolosa
Superintendent of Securities and Insurance
Superintendence of Securities and Insurance
Avenida Alameda Bernardo O’Higgins No. 1449
Present.
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 and on behalf of Enersis Américas S.A. (“Enersis Américas” or the “Company”), I inform you by Significant Event, that as of today and as resolved at the Extraordinary Shareholders’ Meeting of Enersis Américas on September 28, 2016, the Company has signed in conjunction with its subsidiaries Endesa Américas S.A. (“Endesa Américas”) and Chilectra Américas S.A. (“Chilectra Américas”), the Deed of Compliance with Merger Conditions, which affirms the verification of the conditions precedent to which the merger of Enersis Américas with the aforementioned companies (the “Merger”) was subject.
In accordance with the resolutions of the Extraordinary Shareholders’ Meetings of Enersis Américas, Endesa Américas and Chilectra Américas on September 28, 2016, the Merger will be effective as of the first calendar day of the month following the month in which the Deed of Compliance with Merger Conditions referred to in this Significant Event is granted and, therefore, the Merger will be effective on December 1, 2016.
On that date, the entire equity of Endesa Américas and Chilectra Américas will be incorporated into Enersis Américas, the latter occurring within all its rights and obligations with the respect to the former, each of which would then dissolve without the need for their liquidation.
Additionally, it is reported that, as of December 1, 2016, the absorbing company will change its current corporate name, Enersis Américas S.A., to Enel Américas S.A.
2
Cordially,
Domingo Valdés Prieto
General Council
c.c. National Economic Prosecutor's Office
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
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: November 15, 2016