Deal description
This is the third step of CGE’s corporate structure reorganization. It started in 2016 when CGE disclosed the plan of its main shareholder, Spanish company Gas Natural Fenosa S.A. in terms of simplifying the corporate structure and separating the lines of business, in order to improve the corporate governance of the group of companies comprising CGE, to seek for efficiencies and optimization of processes and to create an integrated organization.
We have been in charge of the whole process and this time we assisted CGE in the four-way merger of energy distribution companies CGE Distribución, CONAFE and EMELAT within CGE.
Relevance to this assistance is that the merger (i) included companies in 3 different regions of Chile: Metropolitan Region, Valparaiso, and Atacama, (ii) allows CGE to capture synergies in excess of USD100 million, (iii) gives dissenting shareholders appraisal rights, and (i) require the application of listed corporations related party transactions rules, including the review of independent evaluators and the opinion of board members. All the above required a highly coordinated effort to approve all four mergers in within two business days, which included shareholders meetings and timely reporting to the authorities and the public.
Shareholders meetings of EMELAT, CGE Distribución, CONAFE and CGE were held on November 28, 29 and 30, respectively, and were duly informed to the Superintendencia de Valores y Seguros and the markets.
Counsel list
Partners: Roberto Guerrero V. and Jorge Delpiano. Senior associate Tomás Kubick and associates Josefina Hübner and Tomás Montes.
CGE's in-house counsels Rafael Salas, Pablo Silva and Paula Romero.
Date of closing
30/11/2017
Deal value
Aggregated value: USD5.2 billion
Jurisdictions involved
Chile