On December 23, 2025, the Argentine Ministry of Economy issued Resolution 2090/2025, launching a national and international multi-stage Public tender No. 504/2-0002-CPU25 (the “Tender”) for the sale of 50% of the share capital in Compañía Inversora en Transmisión Eléctrica CITELEC S.A. (“CITELEC”) held by Energía Argentina S.A. (“EA” and such shares, the “EA Shares”). The resolution also approved the terms and conditions (the “Terms”) and the model share purchase agreement (the “SPA”).
1. Background
Article 7 and Annex I of Law 27,742 declared EA subject to privatization. In this context, Decree 286/2025 authorized the full privatization of EA, to be implemented in stages through the separation of activities and assets by business unit, while ensuring the continuity of service and completion of ongoing works. The decree expressly authorized the sale of EA Shares (see our comments here).
Subsequently, Resolution 1050/2025 initiated the process and ordered the preparation of the tender documents and the call for a national and international multi-stage public tender for the sale of the EA Shares (see our comments here).
2. Key Terms of the Tender
2.1. Tender Schedule
- Deadline for submitting questions regarding the Terms: March 13, 2026, 4:00 p.m.
- Deadline for submitting bids: March 23, 2026, 9:30 a.m.
- Opening of Envelope 1: March 23, 2026, 10:00 a.m.
2.2. Scope of the Tender and minimum eligible price for offers
CITELEC’s share capital is currently equally held by EA and Pampa Energía S.A., each owning 277,756,431 shares, representing 50% of the company’s capital stock.
Under the Tender, EA will sell all of its shares in CITELEC, consisting of 38,771 class A shares, 236,054,194 class B shares, and 41,663,466 class C shares.
CITELEC is the controlling company of Compañía de Transporte de Energía Eléctrica en Alta Tensión Transener S.A. (“TRANSENER”), the sole concessionaire of Argentina’s high-voltage electricity transmission infrastructure, holding 52.65% of its share capital. CITELEC also indirectly controls Empresa de Transporte de Energía Eléctrica por Distribución Troncal de la Provincia de Buenos Aires S.A. (“TRANSBA”), the concessionaire responsible for the bulk electricity transmission network serving the Province of Buenos Aires.
Accordingly, the Tender implements the legal mandate to privatize certain state-controlled enterprises under Law 27,742 through the sale of shares in a company that co-controls strategic assets in the Argentine electricity sector.
The base price for EA’s Shares has been set at US$ 206,200,000, which is the minimum eligible price for any offer.
2.3. Eligibility Requirements
Bids may be submitted by domestic and by foreign entities.
If awarded, a foreign bidder must incorporate a local company in Argentina prior to executing the SPA.
If the bid is submitted by a consortium, all members must meet the legal and financial requirements and incorporate company in Argentina, in accordance with the ownership percentages indicated in the bid.
Entities disqualified from contracting with the Argentine National Public Administration, entities controlled by foreign sovereign states, parties engaged in corrupt practices, or other parties subject to the restrictions set forth in the Terms may not participate in the Tender.
2.4. Financial requirements
To be prequalified and advance to the second stage of the Tender, bidders must demonstrate, based on their most recent annual financial statements:
- Net worth equal to or greater than the base price; and
- Solvency ratio of at least 1.
Bidders must also submit financial statements for the last three fiscal years, or, if unavailable, an accounting certification, evidencing their financial position.
2.5. Tender Procedure
The tender will be conducted through the Contrat.Ar platform in a multi-stage process. Bids must be submitted in two envelopes:
- Envelope 1: containing the legal and financial documentation proving the bidder’s legal and financial capacity required under the Terms.
- Envelope 2: containing the financial offer, which may not be lower than the base price. The bid must be expressed in U.S. dollars and will be payable in Argentine pesos, at the selling exchange rate reported by the Banco de la Nación Argentina on the business day prior to closing.
2.6. Bid Bond
Bidders must provide a bid bond equal to 10% of the base price, in favor and satisfaction of the Ministry of Economy, valid for 180 days from the date of submission, and automatically renewable for the same period.
The bid bond may be provided by bank deposit, an irrevocable and unconditional bank guarantee, or a standby letter of credit.
2.7. Awarding Criteria
The Tender will be awarded to the bidder that, after prequalifying in the evaluation of Envelope 1, offers a greater amount.
2.8. Conditions Precedent and Closing
Closing is subject to the prior fulfillment of customary conditions precedent, including:
- Obtaining authorization from the Ente Nacional Regulador de la Electricidad;
- The representations and warranties of each party shall be true, accurate and complete as of the closing date; and
- Compliance with the obligations set forth in the SPA.
2.9. Shame clause
Pursuant to the SPA, if the original purchaser resells the EA Shares within 24 months following closing, it must pay an amount equal to 50% of the positive difference between the original purchase price and the resale price.
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For further information, please contact Nicolás Eliaschev, Javier Constanzó, Federico Otero, Julián Razumny, Milagros Piñeiro, Macarena Becerra, or Marcos Quiroga Pizzorno.