Edenor was incorporated on July 21, 1992 under the name Empresa Distribuidora Norte Sociedad Anónima as an Argentine public service, limited liability corporation (sociedad anónima) as part of the privatization of the Argentine state-owned electricity utility, Servicios Eléctricos del Gran Buenos Aires S.A. (SEGBA). In anticipation of the privatization, SEGBA was divided into three electricity distribution companies, including Edenor, and four electricity generation companies. On May 14, 1992, the Argentine Ministry of Economy and Public Works and Utilities approved the public sale of all of Edenor’s Class A shares, representing 51% of Edenor’s capital stock.
On August 1992, Electricidad Argentina S.A. (EASA) and the Argentine Government entered into a stock purchase agreement relating to the purchase of Edenor’s Class A shares. In addition, on August 5, 1992, the Argentine government granted Edenor a concession to exclusively distribute electricity within the concession area for a period of 95 years. On September 1, 1992, EASA acquired Edenor’s Class A shares and became its controlling shareholder.
In June 1996, Edenor’s shareholders approved a change of the company’s name to Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR S.A.) to more accurately reflect the company’s core business. The amendment to Edenor’s by-laws related to the name change was approved by the ENRE, and registered with the Public Registry of Commerce in 1997.
During 2001, EDF International S.A. acquired, in a series of transactions, all of the shares of EASA held by EASA’s other shareholders, ENDESA Internacional, YPF S.A. and SAUR. As a result, EASA became a wholly-owned subsidiary of EDF International S.A. In addition, EDF International purchased all of Edenor’s Class B shares held by the same shareholders, increasing its direct and indirect interest in Edenor to 90%.
In September 2005, EDF International sold a substantial portion of its stake in Edenor to Dolphin Energía S.A., which is controlled by the principals of Grupo Dolphin S.A., an Argentine advisory, consulting and private equity firm. Grupo Dolphin has substantial experience investing in Argentina and has made other investments in the Argentine energy sector since 2004. Following the sale to Dolphin Energía, EDF International retained a minority stake in Edenor.
The Company was notified that on June 22, 2007, the shareholders of Dolphin Energía S.A. and IEASA S.A. (that own 100% of the stock of Electricidad Argentina S.A., the controlling company of Edenor S.A.) and Pampa Holding S.A. entered into a memorandum of understanding whereby it was agreed that the totality of the capital stock of Dolphin Energía S.A. and IEASA S.A. would be exchanged for common shares of Pampa Holding S.A.
Furthermore, the Company received a notice from EASA whereby it was informed that the exchange for shares described in the preceding paragraph had formally been agreed-upon on September 28, 2007 under a Stock Subscription Agreement entered into among Pampa Holding S.A., Marcos Marcelo Mindlin, Damián Miguel Mindlin, Gustavo Mariani, Latin American Energy LLC, New Equity Ventures LLC and Deutsche Bank AG, London Branch. Moreover, on such date, Pampa Holding S.A. acquired 100% of the capital stock of Dolphin Energía S.A. and IEASA S.A, which together own 100% of the capital stock of EASA.