TGS Files SC 14D-9

BUENOS AIRES, Argentina, Jan. 13, 2017 /PRNewswire/ -- Transportadora de Gas del Sur S.A. ("TGS" or the "Company") (NYSE: TGS, MERVAL: TGSU2) announced that it has filed with the Securities and Exchange Commission (the "SEC") a Schedule 14D-9 Solicitation/Recommendation Statement (the "Schedule 14D-9") under Section 14(d)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Schedule 14D-9 has been filed with respect to the tender offer commenced on December 30, 2016 by Grupo Inversor Petroquímica S.L., a limited company organized under the laws of Spain, WST S.A., a corporation organized under the laws of Argentina and PCT LLC, a limited liability company organized under the laws of the State of Delaware, United States of America (such entities collectively, the "Offerors"). The Offerors are offering to purchase (i) Class B Shares issued by TGS and owned by U.S. holders (within the meaning of Rule 14d-1(d) under the Exchange Act) ("U.S. Holders") and (ii) American Depositary Shares (the "ADSs"), each representative of five Class B Shares (the "U.S. Offer"). The U.S. Offer is being made in conjunction with an offer that will be launched by the Offerors in Argentina for Class B Shares (the "Argentine Offer" and, together with the U.S. Offer, the "Offers"). In no event will the Offerors purchase more than 194,651,345 Class B Shares (including Class B Shares represented by ADSs) in total in the Offers. The U.S. Offer is being made upon the terms and subject to the conditions set forth in the U.S. offer to purchase dated December 30, 2016 (the "U.S. Offer to Purchase") and the documents related thereto.

The Offerors have filed with the SEC a Tender Offer Statement on Schedule TO (the "Tender Offer Statement"). U.S. Holders of Class B Shares and ADS holders are urged to read the Tender Offer Statement (which includes the U.S. Offer to Purchase) and the Schedule 14D-9. U.S. Holders of Class B Shares and ADS holders may access the Tender Offer Statement and the Schedule 14D-9 free of charge on the SEC's website at www.sec.gov. The Schedule 14D-9 is also posted on the Company's website at www.tgs.com.ar.

TGS is Argentina's leading transporter of natural gas, as it operates a natural gas pipeline system with a current firm contracted capacity of approximately 2.8 Bcf/d. The Company is also Argentina's leading processor of natural gas and one of the largest marketers of Liquids. TGS is listed on both, the New York and Buenos Aires stock exchanges, under the ticker symbols TGS and TGSU2, respectively. TGS's controlling shareholder is Compañía de Inversiones de Energía S.A. ("CIESA"), which holds 51% of the Company's common stock. CIESA is under co-control of: (i) Petrobras Argentina S.A. and a subsidiary (jointly named as "Pampa Group"), which altogether hold 50% of CIESA's Common Stock and (ii) CIESA Trust (whose trustee is The Royal Bank of Scotland N.V. Sucursal Argentina) who has a trust shareholding of 40%. The remaining 10%is held by PEPCA S.A. (formerly EPCA S.A.). The Pampa Group is controlled by Pampa Energía S.A. and PEPCA S.A., a company whose shareholders are Grupo Inversor Petroquímica S.L., WST S.A. and PCT LLC.

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SOURCE Transportadora de Gas del Sur S.A.