Energy Co Of Parana SC TO-C, filed Mar 12, 2021
Energy Co Of Parana (ELPC)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMPANHIA PARANAENSE DE ENERGIA – COPEL
(Name of Subject Company (Issuer))
COMPANHIA PARANAENSE DE ENERGIA – COPEL
(Names of Filing Persons (Issuer))
| Preferred Class B Shares of Companhia Paranaense de Energia ‒ Copel, no par value per share (including in the form of American Depositary Shares) (Title of Class of Securities) |
N/A 20441B407 (CUSIP Number) |
Daniel Pimentel Slaviero
Rua Coronel Dulcídio, 800, 3rd floor – 80420.170 Curitiba, Paraná, Brazil
Tel: +55 41 3331 4011
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Nicolas Grabar
Cleary, Gottlieb, Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee | |
| Not applicable. | Not applicable. |
* No filing fee is required because the filing contains only preliminary communications made before the commencement of a tender offer.
o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: N/A | Filing Party: N/A | |
| Form or Registration No.: N/A | Date Filed: N/A |
x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third party tender offer subject to Rule 14d-1.
x issuer tender offer subject to 13e-4.
x going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
EXPLANATORY NOTE
This Tender Offer Statement on Schedule TO relates to a possible offer by Companhia Paranaense de Energia ‒ Copel (“Copel” or the “Company”), a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil, to convert all or a portion of the Company’s preferred class B shares (the “Shares”), without par value per share, to units, each representing four Shares and one common share of Copel (the “Units”), including Shares held in the form of American Depositary Shares representing such Units. The attached communications have been made public relating to the possible tender offer.
These materials are neither an offer to purchase nor a solicitation of an offer to sell any securities. Copel has not yet commenced a tender offer for the Shares. If required by applicable law and if the transactions described herein occur, Copel intends to file with the U.S. Securities and Exchange Commission a Tender Offer Statement and related materials on Schedule TO. Holders of the Shares and American Depositary Receipts representing the Shares are encouraged to read such documents carefully when they become available, and as they may be amended from time to time, before making any decision with respect to the potential offer, because they will contain important information. If and when filed, such documents will be available free of charge at the website of the U.S. Securities and Exchange Commission — www.sec.gov. In addition, if and when filed, Copel will provide copies of such documents free of charge to holders of the Shares.
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EXHIBIT INDEX
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Exhibit 99.1
COMPANHIA PARANAENSE DE ENERGIA - COPEL
Corporate Taxpayer’s ID (CNPJ): 76.483.817/0001-20
PUBLICLY HELD COMPANY
CVM Registration 1431-1
SUMMARY OF THE TWO HUNDRED AND FIRST EXTRAORDINARY SHAREHOLDERS' MEETING MINUTES
1. VENUE: Rua Coronel Dulcídio 800, Curitiba - PR. 2. DATE AND TIME: March 11, 2021 - 10:00 a.m. 3. CALL NOTICE: The call notice was published in the “Diário Oficial do Estado do Paraná” and "Folha de Londrina” newspapers. 4. QUORUM: eighty-nine point sixty-two (89.62) of the voting capital. 5. PRESIDING BOARD: MARCELO LUIZ CURADO - President; MARCEL MARTINS MALCZEWSKI - Chairman of the Board of Directors; and DENISE TEIXEIRA GOMES - Secretary. 6. RESOLUTIONS - 201st EXTRAORDINARY SHAREHOLDERS' MEETING
ITEM 1 - approved, by majority vote, the full amendment to and consolidation of the Company’s Bylaws, which becomes effective with the new wording as from today. It was recorded at the minutes that, with the definition of the headquarters in the city of Curitiba, state of Paraná and the granting of powers for the Board of Directors to define the address, until further resolution of the Board of Directors to change the address, the Company’s headquarters shall remain at Rua Coronel Dulcídio n.º 800, bairro Batel, CEP 80.420-170, city of Curitiba, state of Paraná. It was also recorded that the Stock split approved herein shall be carried out by crediting nine (9) new shares of the same type and class for each one (1) share held by shareholders. Company shares will be traded with no right to Stock split (“ex-stock split”) as from March 12, 2021 (including this date), and the new shares will be credited to shareholders by March 16, 2021. Voting details (favorable, against and abstentions) are recorded in the full version of the minutes.
ITEM 2 – Authorized, by majority vote, the Company’s Management to perform all the acts necessary to carry out the resolutions arising from the amendments to the Bylaws, including, but not limited to, operating the Stock split, defining the procedures and conditions for the Conversion of Shares and creation of UNITs, contracting the financial institution issuer of UNITs, listing the UNITs with B3 in order to allow the actual trading of UNITs, performing the necessary acts abroad regarding the depositary receipt programs and, subject to the implementation of the conditions precedent provided for in the Bylaws, requesting that the Company be admitted at B3’s Level 2 and sign the Participation Agreement at Level 2. Voting details (favorable, against and abstentions) are recorded in the full version of the minutes.
SIGNATURES: MARCELO LUIZ CURADO - Representative of the State of Paraná and Chairman of the General Meeting; MARCEL MARTINS MALCZEWSKI - Chairman of the Board of Directors; DANIEL PIMENTEL SLAVIERO, CEO; ADRIANO RUDEK DE MOURA - Chief Finance and Investor Relations Officer; DEMETRIUS NICHELE MACEI - Chairman of the Fiscal Council; FERNANDO DE SOUZA LEITE - Deloitte Touche Tohmatsu Limited - Deloitte; and DENISE TEIXEIRA GOMES – Secretary. The signatures of the shareholders present were omitted as per authorization recorded in the minutes of the Meeting.
The full text of the Minutes of the 201st Extraordinary Shareholders' Meeting was drawn up on pages 45 to 70 of book 12, of Companhia Paranaense de Energia - Copel. --------------------------------------
DENISE TEIXEIRA GOMES
Secretary