CESP was founded in 1966 by the Government of the State of São Paulo, through the merger of 11 companies from São Paulo. Until the end of the 1990s, the Company was vertically integrated, acting in the activities of generation, transmission and distribution of electricity in the State.
At the end of the 1990s, its assets were reorganized with the purpose of attending the São Paulo State Privatization Program. Assets and distribution operations were merged into a single company, Elektro and Serviços S.A., which was subsequently privatized. The energy transmission assets were transferred to the Companhia de Transmissão de Energia Paulista (CTEEP), which was also privatized. The assets and generation operations were divided between three companies: CESP itself and two others, which were also privatized: the Tietê Electric Power Generation Company, currently AES Tietê SA, and the Paranapanema Electric Power Generation Company, now Duke Energy International – Paranapanema Generation. CESP remained the concessionaire of six hydroelectric plants: Ilha Solteira, Jupiá, Porto Primavera, Três Irmãos, Paraibuna and Jaguari.
On November 1, 2000, the State Government published a notice setting forth the conditions for the sale of its interest in the Company equivalent to 38.67% of its total share capital, being 61.62% and 14%, respectively, of all common shares and preferred shares. The divestiture was suspended when none of the six prequalified companies bid.
In May 2001, another attempt was made to privatize, which was subsequently suspended by the State Government before the date proposed for the auction, May 16, 2001, due to the uncertainty generated by the impending energy crisis, among other factors. The State Government then announced that the privatization of CESP was suspended.
On June 28, 2006, the Company concluded the Primary Public Offering of class B preferred shares, in the amount of R$ 3.2 billion, resulting from the market share of R$ 2 billion and the controlling shareholder, Fazenda do Estado de São Paulo Paulo, at R$ 1.2 billion, pursuant to the Agreement for the Execution of Subscription and Payment of Shares, celebrated on July 10, 2006.
In July 2006, the Company adhered to Level 1 of the Differentiated Corporate Governance Practices of Brazil, Bolsa, Balcão S.A. (B3 S.A.). In addition, the Company has adopted a set of good corporate governance practices, incorporated into its Bylaws, which include the creation of a new class of preferred shares – the Class B Preferred -, which was granted the right to receive 100% of the amount paid to the common shares in case of sale of the Company’s control (“tag-along”); the adhesion to the Arbitration Chamber of B3 S.A. for the resolution of controversies of a corporate nature; the maintenance of at least 20% of the members of the Board of Directors, who must be independent.
In February 2008, another attempt was made to privatize CESP, for which no interested parties appeared.
Provisional Measure 579, of September 11, 2012 (converted into Law 12,783 / 2013), dealt with the concessions for generation, transmission and distribution of electric energy. This Provisional Measure offered to CESP the anticipation, in January 2013, of the renewal of the concessions of the Solteira and Jupiá mills, due on July 7, 2015. The same treatment was given to the Três Irmãos Plant, whose maturity of its first concession had occurred in November 2011. This plant was transferred to Tijoá Participações e Investimentos SA in September 2014, the winner of an auction promoted by the Granting Authority.
The conditions established referred to new revenues to be earned by the Company for operation of these plants, and indemnity values for assets not yet amortized, related to the basic project. It was also established that plants whose early renewals were not accepted would be tendered at the end of the concessions.
At a meeting held on December 3, 2012, the Company’s shareholders decided not to renew the concessions in advance. With this decision, CESP continued to operate Usinas Ilha Solteira and Jupiá until the end of the concession on July 7, 2015.
On January 29, 2018, in view of the publication of Federal Decree No. 9.271 / 18, which allows generation concessions to be extended for up to 30 years in the context of a privatization, CDPED decided to resume the process of transfer of ownership control of CESP. On July 6, 2018, CDPED approved the general conditions of the Notice of sale of the shareholding control of CESP.
With the acquisition of control, VTRM became the holder of 46.76% of the common shares and 6.86% of the preferred class B shares, and SF 92 became the holder of 46.76% of the common shares and 6.86% class B preferred shares. The amount of these shares represents approximately 40% of the Company’s total share capital.