Share Exchange for Control of Argentina’s Largest Power Distributor

September 28, 2007

Cleary Gottlieb represented Deutsche Bank AG, acting through its London Branch, Marathon Master Fund Ltd, Marathon Special Opportunity Master Fund Ltd, Woodson Investments Ltd and Dolphin Opportunity Fund II, L.P. as indirect shareholders of Empresa Distribuidora y Comercializadora Norte S.A., in a share exchange with Pampa Holding S.A. Pampa Holding issued 480 million new shares to the investors in exchange for 100% of the shares of Dolphin Energía, S.A. and IEASA, S.A., which together indirectly own 51% of Edenor. The deal closed on September 28.

Edenor is Argentina’s largest power distributor.

Pampa Holding is Argentina’s largest integrated private sector energy company.