Filer:
Ultrapar Participações S.A.
Issuer:
Ultrapar Participações S.A.
Subject
of
the offer: Refinaria de Petróleo Ipiranga S.A.,
Distribuidora
de Produtos de Petróleo Ipiranga S.A. and
Companhia
Brasileira de Petróleo Ipiranga S.A.
Commission
File Number: 001-14950
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PETROLEO
BRASILEIRO S.A.
Publicly
Traded Company
CNPJ/MF
Nº 33.000.167/0001-01
NIRE
33.300.032.061
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ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly Traded
Company
CNPJ/MF
Nº 33.256.439/0001-39
NIRE
35.300.109.724
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BRASKEM
S.A.
Publicly Traded
Company
CNPJ/MF
Nº 42.150.391/0001-70
NIRE
29.300.006.939
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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.
Investors
will be able to obtain copies of the offering document and other documents
from
the SEC's Public Reference Room at 450 Fifth Street N.W., Washington D.C.,
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. The documents may also be obtained from the website
maintained by the SEC at http://www.sec.gov, which contains reports and other
information regarding registrants that file electronically with the SEC.
In
addition, documents (including any exhibits) filed with the SEC by Ultrapar
Participações S.A. will be available free of charge from the Investor Relations
office of Ultrapar Participações S.A., located at Avenida Brigadeiro Luis
Antonio, 1343, 9º Andar São Paulo, SP, Brazil 01317-910, tel:
011-55-11-3177-6695. PLEASE,
READ THE DOCUMENTS CAREFULLY BEFORE MAKING A DECISION REGARDING THE
MERGER.
This
communication shall not constitute an offer to sell or the solicitation
of an
offer to buy, nor shall there be any sale of securities in any jurisdiction
in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such
jurisdiction.
(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.
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Almir
Guilherme Barbassa
Chief
Financial and Investor
Relations
Officer of
Petróleo
Brasileiro S.A.
-
Petrobras
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André
Covre
Chief
Financial and Investor
Relations
Officer of
Ultrapar
Participações S.A.
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Carlos
Fadigas
Chief
Financial and Investor
Relations
Officer of
Braskem
S.A.
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