Muñiz, Olaya, Meléndez, Castro, Ono & Herrera (“Estudio Muñiz”) acted as Peruvian counsel to China Yangtze Power Co. (“CYPC”), China’s largest publicly listed power company, in the US$ 3.59 billion closing of the acquisition of Sempra Energy’s stake in Sempra Americas Bermuda Ltd. and Peruvian Opportunity Company S.A.C., both holders of 83.64% of the shares issued by Luz del Sur S.A.A. (“LdS”), on April 24, 2020. LdS is the largest power utility company in Peru and is listed in the Lima Stock Exchange.

CYPC is a company related to the China Three Gorges Corporation Group. The acquisition was initially carried out by CYPC and subsequently assigned to Yangtze Andes Holding Co., Limited, a subsidiary of CYPC. Sempra Energy is the utility holding company with the largest U.S. customer base, with more than US$ 65 billion in total assets reported in 2019.

The closing included 11 other energy companies, such as Tecsur S.A., which provides infrastructure services to LdS and third parties, and Inland Energy S.A.C., a power generation company.

The acquisition required the prior approval of the Peruvian antitrust agency, INDECOPI, which was obtained within a very short time (issued on March 27, 2020 but notified on April 9, 2020), given that the Purchase and Sale Agreement was executed on September 27, 2019.

Once approved, the challenge was how to materialize a global closing in the context of the restrictions in place due to COVID-19. The impossibility of CYPC’s and Sempra’s officials to travel into Peru, the impossibility to hold face-to-face shareholders’ and board of directors meetings, the restrictions on transit which posed difficulties to the physical delivery of corporate books at closing, the restrictions for notary publics to operate in Peru, all due to the quarantine currently in place in Peru and other jurisdictions, amongst others, were some of the problems that needed to be overcome with creativity. The use of remote and virtual meetings, where lawful and available, and the resort to technology and digital signatures and certifications –with no precedent for a deal of this relevance– were some of the solutions that needed to be refined, perfected or creatively applied. The result was a successful closing amid extraordinary circumstances.