On 30th of October 2013, ENEVA has achieved an agreement with OGX, E.ON and new partner Cambuhy to strengthen the financial position and ownership structure of OGX Maranhão. The transaction will be executed in several steps. As a first step, a capital increase shall be carried out by OGX Maranhão, in an aggregate amount of R$ 250 million, comprising R$ 200 million from Cambuhy and the remaining R$ 50 million from E.ON. Subsequent to this first transaction step, which will dilute OGX and ENEVA, OGX and Cambuhy have agreed that Cambuhy would acquire the remaining OGX Maranhão shares owned by OGX at the same price per share as a second step. In case the second step can not be closed and the lenders to OGX Maranhão exercise their fiduciary assignment and subsequently sell – as per the put agreement that has been signed between these lenders an Eneva last weekend - the assigned shares to ENEVA, Cambuhy and ENEVA have agreed that Cambuhy shall acquire these shares at the same price from ENEVA.
By the end of the envisaged transaction, ENEVA shall hold an 18% stake in OGX Maranhão, E.ON, 9%, and Cambuhy, 73%. Additionally, ENEVA and/or E.ON have the right to acquire from Cambuhy, for a period of two years, shares to increase their joint participation to reach a 1/3 (one third) stake of OGX Maranhão. A new shareholders’ agreement amongst these parties has been executed to manage and govern the asset being effective as of closing of the capital increase. The current shareholders’ agreement between OGX and ENEVA will be terminated and OGX will not be part of the new shareholders’ agreement but will have certain minority shareholder protection rights.
This transaction aims to recapitalize and stabilize the ownership structure of OGX Maranhão. It will also ensure continued gas supply to ENEVA’s thermal power plants and allow it to go forward with the natural gas exploratory campaign as planned. Additionally, E.ON’s Exploration & Production unit will provide technical and operational expertise to the business.
“For ENEVA, this transaction represents a firm step toward the development of the Parnaiba gas fields. We believe that the new structure will assure operational security thereby allowing the full continuation of our integrated activities of gas production and power generation in the Parnaíba Complex. We are very positive about combining strength of the new partners in the gas asset structure and also confident that this transaction will be well received by all stakeholders involved with OGX Maranhão. By means of the shareholders’ agreement, the company will enable most efficient management of operations”, stated Eduardo Karrer, ENEVA CEO.
The closing of the transactions described above is subject to, among other customary conditions precedent, the approval by CADE and ANP.