Restructure of the Petrochemical
Segment
Rio de Janeiro, January 22 2010 �
Petr�leo Brasileiro S.A � Petrobras informs its shareholders regarding a
Material Fact announced today by the Company and its wholly-owned subsidiary
Petrobras Qu�mica S.A. � Petroquisa (jointly, Petrobras), together with
Odebrecht S.A and Braskem S.A, about the Investment Agreement executed by the
companies which set the conditions pursuant to which Petrobras will
consolidate its investment in the petrochemical segment.
The Investment Agreement resulted
from the opportunity that was identified to implement a new structure for
Petrobras� and Odebrecht�s participation in the petrochemical sector which
will result from the following stages: (i) the incorporation of a holding
company, BRK Investimentos Petroqu�micos S.A. (BRK), which will hold 100% of
Braskem common stock which are currently held by Petrobras and Odebrecht;
(ii) capital contribution in BRK, to be paid in cash by Petrobras and
Odebrecht in the amount of R$ 2.5 billion and R$ 1.0 billion, respectively ;
(iii) capital increase at Braskem through a private subscription by its
shareholders in the amount between R$ 4.5 billion and R$ 5.0 billion,
considering that BRK will subscribe up to R$ 3.5 billion; (iv) the
acquisition by Braskem of the stock in Quattor held by Unipar; (v) the acquisition
by Braskem of 100% of the stock in Unipar Comercial e Distribuidora S.A and
33% of the stock in Polibutenos S.A. Ind�strias Qu�micas; (vi) the merger by
Braskem of Petrobras stake at Quattor; and (vii) the stock tender offer for
the indirect sale of the controlling interest in Quattor Petroqu�mica S.A.
The asset and cash contribution
will lead to an increase in Petrobras� participation in Braskem, which will
become the biggest petrochemical company in the Americas in terms of
thermoplastic resin production capacity, with 26 petrochemical plants in its
assets. As such, Petrobras will concentrate its petrochemical investments,
including its stakes in Quattor, on a company that will have greater
competitive advantages to perform on the global economy.
According to the Shareholder�s
Agreement, Petrobras and Odebrecht will share Braskem�s decisions, with
Odebrecht holding 50.1% of Braskem�s voting capital. In the total capital,
the difference between Petrobras and Odebrecht direct and indirect holdings
will be 2.33%. The Shareholders Agreement will reflect the commitment of
Baskem�s controller shareholders to the corporate governance best practices
and the creation of value to all shareholders basis.
Petrobras will nominate four
members to the Braskem�s Board of Directors, which will also have six members
nominated by Odebrecht and one member representing the minority shareholders.
Braskem�s Fiscal Council will have
five members, with Petrobras and Odebrecht each nominating two members. The
Executive Board will consist of 7 statutory members. Odebrecht will nominate
the Chief Executive Officer and the Chief Financial Officer, while Petrobras
will nominate the Chief Investments and Portfolio Officer. The other
Executive Officers will be selected by the Chief Executive Officer and
submitted to the Board of Directors for approval.
Petrobras, Odebrecht and Braskem
also entered into a partnership agreement (�Partnership Agreement�) to
regulate their commercial and corporate relationship with the Petrochemical
Complex of the State of Rio de Janeiro (�COMPERJ�) and with the Suape
Petrochemical Complex (�Suape Complex�). Under the Partnership Agreement,
Braskem will take on the companies operating COMPERJ�s petrochemical first
and second generation, as well as, gradually acquire equity interests in
companies operating in the Suape Complex, in accordance with the terms and
conditions agreed in the Association Agreement.
The transaction is in line with
Petrobras� 2009-2013 Business Plan, which foresees investments in the order
of $5.6 billion to the petrochemical segment aiming to operate in the
industry in an integrated manner and adding value to the crude oil produced. However,
it considers a new model of investments in this segment but in line with the
Company�s objectives to approve long-term sustainable investments that offer
high returns to its shareholders.
The following is the full text of
the Material Fact.
Odebrecht Servi�os e Participa��es S.A.
Taxpayer ID (CNPJ/MF)
10.904.193/0001-69
Private Company
MATERIAL
FACT
Odebrecht S.A. (�ODB�), Odebrecht
Servi�os e Participa��es S.A. (�OSP� and, jointly with ODB,
"Odebrecht"), Petr�leo Brasileiro S.A. � Petrobras
("PTB") and Petrobras Qu�mica S.A. � Petroquisa
("Petroquisa" and, jointly with PTB, �Petrobras�) and Braskem S.A.
(�Braskem� and, jointly with Odebrecht and Petrobras, the �Companies�),
announce, in accordance with and for the purposes of Article 157, Paragraph 4
of Federal Law 6,404/76 and Instruction 358/02 issued by the Securities and
Exchange Commission of Brazil (CVM), that on today�s date the Companies
together with Uni�o de Ind�strias Petroqu�micas S.A. ("Unipar")
entered into an Investment Agreement (�Investment Agreement�) to regulate the
terms and conditions under which Odebrecht and Petrobras will consolidate
their interests in Brazil�s petrochemical sector by consolidating at Braskem
the equity interests they hold in the sector.
I. MOTIVATIONS
The consolidation of the
petrochemical interests held directly and indirectly by Odebrecht and Petrobras
at Braskem, combined with Braskem�s capital increase and the posterior
integration of its activities, and the subsequent acquisition by Braskem of
the interest held by Unipar in Quattor Participa��es S.A.
("Quattor") (�Transaction�), is aimed at strengthening Brazil s
petrochemical industry and Braskem s cash position, assuring long-term
investments to accompany the expected economic growth in the coming years. The
Transaction also envisages the potential synergy and scale gains required for
enabling Braskem to become a major player in the global petrochemical
industry, while also helping to improve the performance of Brazil s trade
balance. In addition to enabling greater competition in the international
petrochemical and plastics chain, this strategic move and the associated
developments permit the creation of jobs in the petrochemical industry,
especially in the plastics sector, leading to even higher investments in
research and development.
For Braskem, the leader in Latin
America in the production and sale of thermoplastic resins, the Transaction
represents an important step towards strengthening its international
expansion and is in line with its strategic plan to become one of the five
largest and most competitive petrochemical companies in the world.
The Transaction is also in line
with Petrobras strategic plan to operate on an integrated basis with its
other businesses, thereby adding value to its products and allowing for a
more effective participation at Braskem. The Transaction will also benefit
its activities in the petrochemical sector due to the larger scale and a
capital structure that is better suited to the challenges presented by global
competition.
II. SUMMARY OF THE TRANSACTION
The Investment Agreement
establishes that the Transaction will be carried out in the following stages:
(i) the creation of a holding company, BRK Investimentos Petroqu�micos S.A.
("BRK"), which will hold 100% of Braskem common stock that is
currently held by Odebrecht and Petrobras; (ii) capital injections at BRK, to
be paid in cash by Odebrecht and Petrobras; (iii) a capital increase at
Braskem through a private subscription by its shareholders; (iv) the
acquisition by Braskem of the stock in Quattor held by Unipar; (v) the
acquisition by Braskem of 100% of the stock in Unipar Comercial e
Distribuidora S.A. (�Unipar Comercial�) and 33.3% of the stock in Polibutenos
S.A. Ind�strias Qu�micas (�Polibutenos�); (vi) the merger by Braskem of
Petrobras stake at Quattor; and (vii) the stock tender offer for the indirect
sale of the controlling interest in Quattor Petroqu�mica S.A. ("Quattor
Petroqu�mica"), a subsidiary of Quattor. The stages of the Transaction
are detailed below.
2.1 INCORPORATION AND
CAPITALIZATION OF BRK
Odebrecht and Petrobras will
concentrate at BRK, through capital increases involving asset transfers and a
company incorporation, 100% of their holdings of Braskem common stock. As a
result, BRK will hold common shares issued by Braskem corresponding to 93.3%
of its voting capital. Following this stage, Odebrecht and Petrobras will
enter into the Shareholders Agreement described in Item IV below.
Following the conclusion of BRK s
incorporation, including the transfer of common stock in Braskem described
above, a total of R$ 3.5 billion will be transferred to BRK, with Odebrecht
transferring R$ 1 billion and Petrobras, other R$ 2.5 billion to BRK. These
combined funds will be used at BRK to subscribe new common and preferred
shares in Braskem, to be issued under the terms of the stage described in Item
2.2 below. As a result of the capital injections mentioned in the previous
paragraph, Odebrecht and Petrobras will hold 53.79% and 46.21% of the common
and total capital in BRK, respectively.
2.2. CAPITAL INCREASE AT BRASKEM
Within 15 days of signing the
Investment Agreement, an extraordinary shareholders� meeting of Braskem will
be called to analyze the proposal for a capital increase between R$ 4.5
billion and R$ 5.0 billion through the private subscription by its
shareholders, with the final amount decided upon the time of the call notice,
with BRK subscribing up to R$ 3.5 billion. The capital increase will involve
the issue of 80% common stock and 20% Class A preferred stock entitled to the
same rights as existing stock, at the issue price of R$ 14.40 for each common
and preferred share (�Braskem�s Capital Increase�). The issue price was
determined based on the average closing price of Braskem s Class A preferred
stock in the BM&FBovespa.
Braskem shareholders will be
assured pro-rata subscription rights in Braskem s Capital Increase, based on
their respective shareholding positions on the date of publication of the
minutes of the extraordinary shareholders� meeting that will decide on the
matter, in accordance with Federal Law 6,404/76. In accordance with
legislation, the subscription right will be exercised on the type and class
of shares identical to those held by minority shareholders and are applicable
to others only if those are insufficient to guarantee, at the time of the
rights offering, the same proportion they held before said increase.
The purpose of Braskem�s Capital
Increase is to strengthen the Company�s capital structure, allowing Braskem
to keep its financial flexibility for its investment plan and international
expansion.
2.3. ACQUISITION OF QUATTOR STOCK
HELD BY UNIPAR
After Braskem�s Capital Increase
Braskem will acquire 100% of the common stock issued by Quattor and held by
Unipar, representing 60% of Quattor�s voting and total capital, for the
amount of R$ 647.3 million plus the proportional assumption of UNIPAR�s
obligation towards BNDES Participa��es S.A. � BNDESPAR, deriving from a put
option granted to BNDESPAR as Rio Pol�meros shareholder, in accordance with
Rio Pol�meros contract dated from January 15, 2008 (�Acquisition of Quattor
Stock�).
2.4. ACQUISITION BY BRASKEM OF
UNIPAR COMERCIAL AND 33.3% OF POLIBUTENOS
Following the conclusion of the
Stock Merger, Braskem will acquire, for R$27.7 million in cash, 12.6 thousand
shares in common stock held by Unipar in Unipar Comercial, representing 100%
of its voting and total capital; and, for R$25 million cash, 282.5 thousand
shares in common stock held by Unipar in Polibutenos, corresponding to 33.3%
of its voting and total capital.
2.5. MERGER OF QUATTOR STOCK BY
BRASKEM
After the Acquisition of Quattor
Stock, Braskem and Quattor will call shareholders� meetings to examine the
merger by Braskem of Petrobras 40% stake at Quattor and the consequent rights
offering by Braskem, with the offering amount based on the book value of Quattor
stock. Braskem will then issue new shares of Braskem in favor of Petrobras in
exchange for its shares in Quattor (�Stock Merger�).
For the purposes of establishing
an exchange ratio for the Stock Merger, Braskem and Quattor were initially
valued by Banco Bradesco BBI S.A. e Banco BTG Pactual S.A., based on an
economic valuation using a discounted cash flow method, except for Quantiq
(IQ Solu��es e Qu�mica S.A.) and Polibutenos which were valued based on
valuation multiples from similar companies. The appraisal reports will be
divulged as soon as they are formalized.
Braskem�s economic value, before
Braskem�s Capital Increase, was R$ 19,848 million (�Braskem Initial Value�),
representing R$ 38.21 per share. Quattor�s economic value was R$ 1,362 million,
representing R$ 5.71 per share.
The Companies agreed that the
economic value per share of Braskem for the purpose of the Stock Merger will
be adjusted based on the sum of Braskem Initial Value and the value of
Braskem�s Capital Increase, divided by the total number of shares in Braskem
following Braskem�s Capital Increase (excluding treasury stock).
2.6. QUATTOR PETROQU�MICA STOCK
TENDER OFFER
As a result of the indirect sale
of the controlling interest in Quattor Petroqu�mica, a publicly-held company
controlled by Quattor, Braskem will submit to the CVM, within 30 days of the
effective Acquisition of Quattor Stock, a request for the registration of a
tender offer for the 0.7% of the common stock held by the minority
shareholders in Quattor Petroqu�mica (�Stock Tender Offer�) for a price per
share of R$ 7.28 equivalent to 80% of the price paid by Braskem to Unipar for
each common and preferred share in Quattor, in accordance with Article 254-A
of Federal Law 6,404/76, CVM Instruction 361 and the Bylaws of Quattor
Petroqu�mica.
III. - COMPERJ AND THE SUAPE
COMPLEX
Also on today s date, Odebrecht,
Petrobras and Braskem entered into a partnership agreement (�Partnership
Agreement�) to regulate their commercial and corporate relationship with the
Petrochemical Complex of the State of Rio de Janeiro (�COMPERJ�) and with the
Suape Petrochemical Complex (�Suape Complex�). Under the Partnership
Agreement, Braskem will take on the companies operating COMPERJ�s
petrochemical first and second generation, as well as, gradually acquire
equity interests in companies operating in the Suape Complex, in accordance
with the terms and conditions agreed in the Association Agreement. These
transactions are aligned with the interests of Odebrecht and Petrobras in
consolidating its petrochemical stakes at Braskem.
IV. SHAREHOLDERS� AGREEMENT
Upon concluding the step described
in item 2.1, Odebrecht and Petrobras will enter into a shareholders�
agreement (Shareholders Agreement") to regulate their relationship as
shareholders in Braskem and BRK, which will reflect their commitment to the
highest standards of corporate governance and to the creation of value for all
Braskem shareholders.
According to the Shareholders
Agreement, Odebrecht and Petrobras will share Braskem�s decisions, with
Odebrecht holding 50.1% of Braskem�s voting capital, thus fully consolidating
Braskem in its balance sheet. In the total capital, the difference between
Odebrecht and Petrobras direct and indirect holdings will be 2.33%.
Braskem�s Board of Directors will
have 11 members, of which 6 will be nominated by Odebrecht and 4 by
Petrobras. The Chairman of the Board will be nominated by Odebrecht and the
Vice Chairman by Petrobras. The Fiscal Council will have 5 members, with
Odebrecht and Petrobras each nominating 2 members.
Braskem�s Executive Board will
consist of 7 statutory members selected from among the best professionals in
the market, renowned for their competence in exercising their functions. Odebrecht
will nominate the Chief Executive Officer and the Chief Financial Officer,
while Petrobras will nominate the Chief Investments and Portfolio Officer. The
other Executive Officers will be selected by the Chief Executive Officer and
submitted to the Board of Directors for approval.
Except the election of the
Executive Officers and the approval of the business plan, which will be
according to the rules laid down by the Shareholders� Agreement, other
matters under the authority of the Shareholders� Meeting and the Board of
Directors will be approved by consensus between Odebrecht and Petrobras.
V. APPROVAL BY BRAZIL�S ANTITRUST
SYSTEM
Within 15 business days of today s
date, the Companies will jointly submit to Brazil�s Antitrust System the
transactions set forth in the Investment Agreement and in any other
instruments pertained to the Transaction.
VI. OTHER INFORMATION
The transactions set forth herein
will be communicated to the S�o Paulo Stock Exchange (Bovespa), the
Securities and Exchange Commission of Brazil (CVM), the U.S. Securities and
Exchange Commission (SEC), the New York Stock Exchange (NYSE), the Latin
American Trading Section of the Madrid Stock Exchange (Latibex), the Securities
and Exchange Commission of Argentina (CNV) and the Buenos Aires Stock
Exchange.
Further information on the
transactions described herein can be obtained from the investor relations
departments of Petrobras and Braskem at the following addresses:
All documentation related to the
transactions described in this Material Fact, including details on the
capital increase, the valuation reports and the protocol of justification and
merger of Quattor stock by Braskem, will be made available when the shareholders�
meetings to deliberate on these matters are called, as required by the
applicable legislation.
The Companies� managements will
keep their shareholders and the market informed as and when the stages
described in this Material Fact notice are implemented.
S�o Paulo, January 22, 2010
Odebrecht Servi�os e Participa��es S.A.
www.petrobras.com.br/ri/english
Contacts: PETR�LEO BRASILEIRO S. A. - PETROBRAS
Investor Relations Department I E-mail: petroinvest@petrobras.com.br /
acionistas@petrobras.com.br
Av. Rep�blica do Chile, 65 � 22nd floor - 20031-912 - Rio de Janeiro, RJ I
Tel.: 55 (21) 3224-1510 / 9947
This document may
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (Securities Act), and Section 21E of the
Securities Exchange Act of 1934, as amended (Exchange Act) that merely
reflect the expectations of the Company�s management. Such terms as
�anticipate�, �believe�, �expect�, �forecast�, �intend�, �plan�, �project�,
�seek�, �should�, along with similar or analogous expressions, are used to
identify such forward-looking statements. These predictions evidently involve
risks and uncertainties, whether foreseen or not by the Company. Therefore,
the future results of operations may differ from current expectations, and
readers must not base their expectations exclusively on the information
presented herein.
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