Enel Brasil Investimentos Sudeste, S.A. made a voluntary tender offer to acquire Eletropaulo Metropolitana Eletricidade de São Paulo S.A. (BOVESPA:ELPL3) from Eletrobras Participações S.A. - Eletropar (BOVESPA:LIPR3) and others for BRL 4.6 billion on April 17, 2018. Enel Brasil Investimentos Sudeste, S.A. will pay BRL 28 per share. Enel Americas S.A will provide Enel Sudeste with the necessary financing for this investment. As of April 19, 2018, Enel Brasil further strengthening its commitment, subject to the successful completion of the offer, will promote and back a capital increase of at least BRL 1.5 billion in Eletropaulo. As of April 23, 2018, Enel Brasil confirmed its commitment to contribute funds to Eletropaulo as a capital increase, approximately equal to BRL 1.5 billion, in the event that none of the tender offer launched on Eletropaulo by various bidders succeed.

As of April 26, 2018, Enel Brasil improved its offer. Under the terms of new offer, the offer price is increased to BRL 32 per share from BRL 28 per share, bringing the value up to approximately BRL 5.3 billion. As of April 26, 2018, Enel Brasil again improved its offer. As per the new offer, the offer price is increased to BRL 32.2 per share from BRL 32 per share, resulting in a deal value of BRL 5.3 billion. Iberdrola managed to get the Brazilian Justice to provisionally suspend several rules of the tender offer. As of May 30, 2018, Enel Brasil Investimentos Sudeste won the final round of tender offer by its improved offer of BRL 45.22 per share of Eletropaulo Metropolitana Eletricidade de São Paulo. This new offer brings the total value of the offer up to BRL 7.4 billion. Banco Bradesco BBI S.A. acted as underwriter of a BRL 4 Billion Notes Offering to fund the deal.

The deal is conditioned on the acquisition of a total number of shares representing more than 50% of the company's share capital, cancellation of the follow-on of Eletropaulo disclosed on April 16, 2018, approval of the Brazilian antitrust authority (the Administrative Council for Economic Defense or “CADE”) and approval of the Brazilian energy regulator (Agência Nacional de Energia Elétrica or “ANEEL”). As of April 26, 2018, Eletropaulo announced that its Board of Directors decided to cancel the ongoing capital increase. The offer will be valid from April 17, 2018 until May 18, 2018. As announced on May 11, 2018, Board of Directors of Eletropaulo Metropolitana will opine until May 30, 2018 about the voluntary tender offer for the acquisition of Eletropaulo's shares presented by Enel Brasil Investimentos Sudeste S.A. As on May 11, 2018, Administrative Council for Economic Defense (CADE) approved without limitation the offer. The maximum term for the presentation of increase in the offer price is May 24, 2018.

As of May 29, 2018, the Board of Directors have recommended the shareholders to accept Enel's bid than Iberdrola's bid owing to higher offer, but is open to changes in the recommendation pursuant to modification in the offer price. Securities Commission revised the date of auction from May 18, 2018 to June 4, 2018. As of June 4, 2018, 122.8 million shares, equal to 73.4% of the Eletropaulo Metropolitana Eletricidade de São Paulo's capital stock, have been tendered in the offer, which was perfected through the payment of the price and transfer of the shares in favor of Enel Sudeste, which took place on June 7, 2018. As on June 11, 2018, the Brazilian Electric Energy Agency (ANEEL) has approved the preliminary application formulated by Enel Brasil Investimentos Sudeste, S.A.

The shareholders of Eletropaulo will have until July 4, 2018 to sell their remaining shares to Enel Brasil Investimentos Sudeste for the same price under the offer. As of June 14, 2018, AES has sold its 17% stake in Eletropaulo to Enel for BRL 1.27 billion. AES will use the proceeds to pay down debt of its parent company. As of June 14, 2018, BNDES Participações also completed the sale of its 31 million shares representing 18.73% interest in Eletropaulo to Enel Brasil for BRL 1.4 billion. The transaction is expected to be EPS accretive between 2020 and 2021.

Banco BTG Pactual S.A. acted as intermediary in the offer. Maria Cristina Cescon, Maurício Teixeira dos Santos, Joaquim José Aceturi de Oliveira, Eduardo Simões Lanna, Fernanda Cirne Montorfano, Eduardo Figueira de Brito, Alexandre Trejos Vargas, Maria Cristina Cescon, Carlos David Albuquerque Braga and Mauricio Fabbri, Eduardo Abrantes, Vinicius Sahione, João Felipe Rocha and Juliana Berredo of Cescon, Barrieu, Flesch & Barreto, Otavio Yazbek of Yazbek Advogados, Luiz Alberto Colonna Rosman and Luciano de Souza Leão of Rosman, Penalva, Souza Leão, Franco, Vale Advogados acted as legal advisors for Enel Brasil Investimentos Sudeste, S.A and Enel S.p.A. Paulo Cezar Aragão, Monique Mavignier, André Abbud, Ana Paula Reis, Gustavo Kulesza and Naiane Lopes of BMA – Barbosa, Müssnich, Aragão, Carlos Mello, Christiano Rehder, Rodrigo Junqueira, Eduardo Soares, Ricardo Prado, Bruno Massis, Vicente Gioelli, Monique Guzzo and Sara Abdu of Lefosse Advogados acted as legal advisors for Eletropaulo Metropolitana Eletricidade de São Paulo S.A. Francisco José Pinheiro Guimarães, Cristina Tomiyama, Luiza Furtado and Guilherme Paglioli of Pinheiro Guimarães and Pedro García and Francisca Ferrer of Garrigues acted as legal advisors for Banco Bradesco BBI S.A. Morgan Stanley acted as financial advisor to Enel.