EXPLANATORY NOTE
This Amendment No. 4 (this “Amendment”) amends and supplements the combined Schedule TO and Schedule 13D under cover of Schedule TO, as amended (the “Schedule TO”), relating to the offer (the “U.S. Offer”) by Enel S.p.A., an Italian societá per azioni (“Enel”), to purchase up to a total of 7,608,631,104 of the outstanding shares of common stock, without par value (such shares, the “Shares”), of Enel Américas S.A., a publicly held stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile (“Enel Américas”) (including Shares represented by American Depositary Shares, each representing fifty (50) Shares (the “ADSs” and together with the Shares, the “Securities”)), which represented 10% of the outstanding capital stock of Enel Américas as of March 15, 2021, from all holders of Shares who are U.S. Persons (as defined the Offer to Purchase described below) and all holders of ADSs held anywhere, at a purchase price of Ch$140 per Share in cash and Ch$7,000 per ADS in cash, without interest, in each case payable in U.S. dollars, and less applicable withholding taxes and distribution fees (the “Offer Price”). The offer was made on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 15, 2021, as supplemented by the Supplement to Offer to Purchase dated March 25, 2021 (the “Offer to Purchase”), and the related Form of Acceptance and the ADS Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “U.S. Offer”).
Through a concurrent offer in Chile, Enel offered to purchase up to 7,608,631,104 of the outstanding Shares held anywhere (including Shares held by U.S. Persons) (the “Chilean Offer”), at the purchase price of Ch$140 in cash for each Share. In no event will Enel purchase more than 7,608,631,104 Shares (including Shares represented by ADSs) in total in the U.S. Offer and the Chilean Offer combined (collectively, the “Offers”).
This Amendment amends and supplements only the items of the Schedule TO that are being amended and supplemented hereby, and unaffected items and exhibits in the Schedule TO are not included herein. This Amendment should be read in conjunction with the Schedule TO and the related exhibits included therein, as the same may be further amended or supplemented hereafter and filed with the SEC. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Schedule TO.
Item 8. Interest in Securities of the Subject Company.
Item 8 of the Schedule TO is hereby amended and supplemented by adding the following:
The U.S. Offer and the Chilean Offer expired at 5:00 p.m., New York City time, and 5:30 p.m., Santiago time, respectively, on Tuesday, April 13, 2021. No Shares and a total of 37,441,270 ADSs were validly tendered and not withdrawn pursuant to the U.S. Offer. In addition, according to the definitive notice of results published on April 16, 2021 by Enel in Chile, a total of 18,322,831,808 Shares were tendered pursuant to the Chilean Offer. The Shares and ADSs tendered pursuant to the Offers represent an aggregate of 20,194,895,308 Shares. Following the application of the proration factor of 37.6760116% and rounding to eliminate fractional Shares and ADSs, a total of 6,903,312,254 Shares and 14,104,937 ADSs tendered in the Offers have been accepted for payment and payment is expected to be made on or about April 20, 2021, in accordance with Chilean practice.
Upon purchase of the Shares and ADSs pursuant to the Offers, Enel’s ownership in Enel Americas will increase to 88,260,048,702 Shares (including Shares represented by ADSs) or approximately 82.27% of the total outstanding Shares of Enel Americas, which will leave 19,021,649,859 Shares (including Shares represented by ADSs) held by parties other than Enel.
On April 16, 2021, Enel issued a press release announcing the results of the Offers, a copy of which is attached as Exhibit (a)(1)(L) hereto.
Item 12. Exhibits
| Exhibit No. | | | Description | |
| (a)(1)(L) | | | | |
