Form
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
Of
Foreign Private Issuer
Pursuant
To
Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
For
the month of
April, 2007
Commission
File
Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of
Registrant’s Name into English)
Avenida
Brigadeiro Luis Antonio, 1343, 9º Andar
São
Paulo,
SP, Brazil 01317-910
(Address
of
Principal Executive Offices)
Indicate
by check
mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F:
|
Form
20-F
|
X
|
Form
40-F
|
Indicate
by check
mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
|
Yes
|
No
|
X
|
Indicate
by check
mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
|
Yes
|
No
|
X
|
Indicate
by check
mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
|
Yes
|
No
|
X
|
If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF
CONTENTS
|
ITEM
|
|
|
1. Material
Event - April 18, 2007
|
|
| 2. Market Announcement - April 19, 2007 |
Item
1
 |
 |
 |
|
PETROLEO
BRASILEIRO S.A.
Publicly
Traded Company
CNPJ/MF
Nº 33.000.167/0001-01
NIRE
33.300.032.061
|
ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly Traded
Company
CNPJ/MF
Nº 33.256.439/0001-39
NIRE
35.300.109.724
|
BRASKEM
S.A.
Publicly Traded
Company
CNPJ/MF
Nº 42.150.391/0001-70
NIRE
29.300.006.939
|
MATERIAL
EVENT
Petróleo
Brasileiro S.A. (“Petrobras”),
Ultrapar Participações S.A. (“Ultrapar”)
and
Braskem S.A. (“Braskem”),
in
compliance with the order contained in the writ of prevention Nº
087000.001707/2007-80 (“Writ
of
Prevention”)
issued
by the Administrative Council for Economic Defense - CADE (the Brazilian
anti-trust authority), in the context of CADE’s review of the acquisition by
Petrobras, Ultrapar and Braskem of the companies that form the Ipiranga Group
(the transaction), as described in the Material Event notice published on March
19, 2007, hereby inform interested parties that:
The
companies appreciate the concern that motivated CADE to issue the Writ of
Prevention and have already started to prepare analyses and information to
be
submitted to CADE, demonstrating that the transaction would benefit
competitiveness of the petrochemical sector and would consolidate the Brazilian
fuel distribution market without causing any harm to consumer
interests.
The
Writ
of Prevention did not affect the closing of the acquisition of the controlling
interest of Ipiranga Group - as described in the Material Event released on
March 19 this year - which was concluded today.
The
companies will comply with the provisions contained in the Writ of Prevention,
as set forth below:
| “(i) |
Petróleo
Brasileiro S.A. - Petrobras, or any of its subsidiaries or affiliates,
is
forbiden to take part in deliberating, negotiating, discussing or
any
meeting, under any excuse, on matters concerning commercial and strategic
aspects of Copesul - Companhia Petroquímica do Sul, as well as to request,
as a shareholder, documents, papers and information which cover,
even
indirectly, decisions taken in these
matters;
|
| (ii) |
Braskem
S.A., or any of its subsidiaries or affiliates, is forbidden to take
part
in deliberating, negotiating, discussing or any meeting, under any
excuse,
on matters concerning commercial aspects and business development
of the
acquired Ipiranga Química S.A. and Ipiranga Petroquímica S.A. - except in
what regards those assets covered under item i - as well as to request,
as
a shareholder, documents, papers and information which cover, even
indirectly, decisions taken in these
matters;
|
| (iii) |
Petrochemical
assets of the Ipiranga group - except for those assets covered in
item (i)
and those related to these assets - and the assets of Petrobras referred
to in item (b), above, must remain a legally independent unit, including
the continuance of the line of products, brand and distribution
network;
|
| (iv) |
Decisions
related to the development of the businesses of Copesul - Companhia
Petroquímica do Sul must preserve the economic value of the petrochemical
assets covered in item ( ii);
|
| (v) |
Petróleo
Brasileiro S.A. - Petrobras, or any of its subsidiaries or affiliates,
is
forbidden to participate in deliberating, negotiating, discussing
and any
meeting, under any pretext, on commercially and strategically related
matters related to the acquired fuel distribution
business;
|
| (vi) |
With
regard to items (i), (ii), (v), the independent manager that will
be
constituted, must preserve the competitive relationships previously
existing in their operation;
|
| (vii) |
The
petitioners must publish a Material Event announcement, under the
terms of
the applicable legislation, with the objective of informing the
market of
the conditions established by CADE in its writ of prevention, to
preserve
the competitive conditions in the sectors affected by the operation,
as
well as preserving the reversible nature of the
transaction;
|
| (viii) |
The
writ of prevention here presented may be reviewed at any time,
at the
behest of CADE or at the request of the petitioners, if in the
judgement
of the General Assembly of CADE, they do not affect the requirements
that
motivated its issuance, or that the measures adopted show themselves
to be
insufficient to guarantee the preservation of the reversible nature
of the
transaction;
|
| (ix) |
Infringement
of any of these obligations herein established, declared by the
Plenary
Session of CADE, will be penalized with a daily fine, which will
be
registered against the company as an executed tax debt, of 100.000
(one
hundred thousand) UFIRs, per item infringed, without any harm to
the other
applicable civil or criminal sanctions applicable, as well as the
legal
implementation of this decision, which constitutes an extrajudicial
execution instrument for all legal
purposes.”
|
The
closing of the acquisition of the shares of the controlling shareholders
of
Ipiranga occurred today, under the terms agreed in the Sale and Purchase
Agreement signed on March 18, 2007. The amounts of ordinary and preferred
shares
in each Ipiranga Group company set forth below were acquired from the
Controlling Shareholders:
|
RPI
|
DPPI
|
CBPI
|
|
|
Ordinary
shares linked to the Shareholders Agreement
|
5,746,232
|
5,447,868
|
n.a.
|
|
%
of
Total Capital
|
19.41%
|
17.02%
|
n.a.
|
|
Ordinary
shares not
linked to the Shareholders Agreement
|
860,599
|
1,959,258
|
1,341,319
|
|
%
of
Total Capital
|
2.91%
|
6.12%
|
1.27%
|
|
Preferred
shares
|
2,276,295
|
2,239,771
|
402
|
|
%
of
Total Capital
|
7.69%
|
7.00%
|
0.00%
|
Payment
for the acquisition of the shares described above amounted to R$2.1
billion.
All
other
information contained in the Material Event notice released on March 19,
2007 remains in effect.
São
Paulo,
April 18, 2007.
|
Almir
Guilherme Barbassa
Chief
Financial and Investor
Relations Officer of Petróleo Brasileiro S.A. |
André
Covre
Chief
Financial and Investor
Relations Officer of Ultrapar Participações S.A. |
Carlos
Fadigas
Chief
Financial and Investor
Relations Officer of Braskem S.A. |
Item
2
|
|
|
|
|
PETROLEO
BRASILEIRO S.A.
Publicly
Traded Company
CNPJ/MF
Nº 33.000.167/0001-01
NIRE
33.300.032.061
|
ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly Traded
Company
CNPJ/MF
Nº 33.256.439/0001-39
NIRE
35.300.109.724
|
BRASKEM
S.A.
Publicly Traded
Company
CNPJ/MF
Nº 42.150.391/0001-70
NIRE
29.300.006.939
|
Market
Announcement
Petróleo
Brasileiro S.A. (“Petrobras”),
Ultrapar Participações S.A. (“Ultrapar”)
and
Braskem S.A. (“Braskem”,
together with Petrobras and Ultrapar “Acquirers”),
in
compliance with OFFICIAL
LETTER/CVM/SEP/GEA
2/ Nº 131/07 dated April 18, 2007 (“OFFICIAL
LETTER”),
as a
complement to the Material Events released on March 19, 2007 and April,
18,
2007, hereby make public the general conditions of the commission contract
originated in the Investment Agreement executed by the Acquirers on
March 19,
2007, which regulates the relationship between these companies during
the
acquisition process of the Ipiranga Group:
(i) Commission.
Ultrapar
is acting as a commission agent for Petrobras and Braskem, under the
terms of
Articles 693 and following articles of the Civil Code. The object of
the
commission is (A) the acquisition by Ultrapar on behalf of Petrobras,
of the
fuel and lubricant distribution businesses located in the North, Northeast
and
Central West (“Northern
Distribution Assets”),
as
well as the acquisition on behalf of Braskem and Petrobras, of the
Petrochemical
Assets, represented by Ipiranga Química S.A. (“ICQ”),
Ipiranga Petroquímica S.A. (“IPQ”) and its equity stake in Copesul - Companhia
Petroquímica do Sul (“Petrochemical
Assets”);
and,
(B) the transfer to Braskem and Petrobras of the Petrochemical Assets
and to
Petrobras of the Northern Distribution Assets.
(ii) Price
of the Petrochemical Assets.
The
price of the Petrochemical Assets is R$2.5 billion, and shall be paid
by Braskem
and Petrobras to Ultrapar in 3 (three) installments, as follows (a)
the first
installment of R$652 million owed by Braskem and R$429 million by Petrobras,
(b)
the second installment of R$256 million owed by Braskem and R$169 million
by
Petrobras, and (c) the third installment of R$596 million to be paid
by Braskem
and R$394 million by Petrobras.
(iii) Price
of the Northern Distribution Assets.
The
price of the Northern Distribution Assets is R$1.1 billion, and shall
be paid by
Petrobras to Ultrapar in 3 (three) installments, as follows (a) the first
installment of R$313 million, (b) the second installment of R$95
million and (c)
the third installment of R$706 million.
(iv) Date
of
Asset Transfer.
The
Northern Distribution Assets and the Petrochemical Assets will be delivered
after Ultrapar receives the three installments indicated in item (iii)
above,
which should occur after the accomplishment of the conditions established
in
items (viii) or (ix) below.
(v) Payment
Dates.
Braskem
and Petrobras must pay Ultrapar each installment of the price of the
Northern
Distribution Assets and the Petrochemical Assets on the following dates:
(a) the
first installment has already been paid on April, 18, 2007, (b) the
second
installment on the date of financial settlement by Ultrapar of the
mandatory
Tender Offer (“TOs”)
carried
out as a result of the change of the control of Refinaria de Petróleo Ipiranga
S.A. (“RPI”),
Distribuidora de Produtos de Petróleo Ipiranga S.A. (“DPPI”)
and
Companhia Brasileira de Produtos de Petróleo Ipiranga (“CBPI”),
and
(c) the third installment on the date of the effective transfer of
the Northern
Distribution Assets to Petrobras and the Petrochemical Assets to
Braskem/Petrobras, as applicable.
(vi) Guarantees.
Ultrapar
has pledged: (A) in favor of Braskem and Petrobras, in the proportion
of 60% and
40%, respectively, all the ordinary shares and 50% (fifty percent)
of the
preferred shares issued by RPI acquired from the former controlling
shareholders. The shares issued by RPI acquired in the TOs will also
be pledged
in favor of Braskem and Petrobras, in the same proportion. After the
exchange
offer of the shares of RPI, Ultrapar must ensure that the pledge of
the shares
of RPI will be substituted by the pledge of all the shares issued by
ICQ, and,
(B) in favor of Petrobras, 31% of the ordinary shares of DPPI and 78%
of the
preferred shares issued by DPPI acquired from the former controlling
shareholders, as well as 100% of the ordinary shares of CBPI acquired
from the
former controlling shareholders. After the TOs, Ultrapar will pledge,
in
substitution to the 1,482,751 ordinary shares issued by DPPI, 3,013,903
ordinary
shares issued by CBPI which will be acquired, presuming that all the
ordinary
shares issued by CBPI will be acquired in its respective TO.
(vii) Commission.
Braskem
and Petrobras shall pay Ultrapar, as a commission, on the date of the
transfer
of the Northern Distribution Assets and the Petrochemical Assets, the
sum of
R$5,000,000.00.
(viii) Transfer
of the Assets.
After
the conclusion of asset segregation, operation based on the exchange
offer of
the shares of RPI, DPPI and CBPI and for the capital reduction of CBPI
and RPI
and the partial spin-off of CBPI, Ultrapar shall transfer: (A) the
Petrochemical
Assets to Braskem, through the transfer of the ordinary shares representing
60%
of ICQ’s capital, and to Petrobras through the transfer of ordinary shares
representing 40% of the ICQ’s capital and, (B) the Northern Distribution Assets,
through the transfer to Petrobras of all the shares of the company
which was
spun-off from CBPI and which holds all the Northern Distribution
Assets.
(ix) Delays
or Justified Impediments to the Transfer of Assets.
The
commission is irrevocable, so, in the event of the transfer or handover
of the
Northern Distribution Assets and/or the Petrochemical Assets (A) being
in any
way restricted or suspended, due to legal, judicial or administrative
order,
which remains in place for a period of more than 120 (one hundred and
twenty)
days, or (B) has not occurred by April 18, 2008, an alternative reorganization
will be implemented, containing, among others, the spin-off of CBPI,
DPPI and
RPI, in order to segregate the Northern Distribution Assets and the
Petrochemical Assets in the spun-off companies, the shares of these
spun-off
companies being subsequently handed over to Petrobras and Braskem,
as
applicable.
On
April
18, 2007, the Acquirers have also celebrated shareholders agreements
of RPI,
DPPI, CBPI, IPQ and ICQ, which were properly filed in the respective
companies,
together with the Memorandum of Understanding celebrated between Braskem
and
Petrobras related to the Petrochemical Assets, which became effective
as of
yesterday as a result of the closing of the sale and purchase agreement
dully
signed with the former controlling shareholders of Ipiranga.
São
Paulo,
April 19, 2007.
|
Almir
Guilherme Barbassa
Chief
Financial and Investor
Relations
Officer of
Petróleo
Brasileiro S.A.
-
Petrobras
|
André
Covre
Chief
Financial and Investor
Relations
Officer of
Ultrapar
Participações S.A.
|
Carlos
Fadigas
Chief
Financial and Investor
Relations
Officer of
Braskem
S.A.
|
SIGNATURES
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
ULTRAPAR
HOLDINGS INC.
|
||
| |
|
|
|
Date:
April
20, 2007
|
By: |
/s/
Andre
Covre
|
|
Name: Andre Covre |
||
| Title: Chief Financial and Investor Relations Officer | ||
(Material
Event,
April 18, 2007 and Market Announcement, April 19,
2007)