This excerpt taken from the PBR 6-K filed Apr 15, 2009.
IV INFORMATION CONCERNING THE MERGER
The Merger will be submitted to review by the general meeting of shareholders of Braskem that will be held next April 30, 2009. The general meeting of shareholders of Triunfo will be convened to be held also on April 30th, after proper authorization of its Board of Directors, which is to meet on April 17th, and the Merger will be proposed in the following conditions:
(a) Dissolution of Triunfo and General Succession by Braskem. The Merger will comprise full conveyance of the net assets of Triunfo to Braskem, with the consequent dissolution of Triunfo by operation of law, for all legal purposes and effects. Braskem will generally succeed Triunfo in all its rights and obligations, all in accordance with article 227 of Law No. 6404 of December 15, 1976 (Law 6404/76).
(b) Book Appraisal. Subject to approval by the shareholders at the general meetings of Braskem and Triunfo, the company ACAL Consultoria e Auditoria S/S, enrolled in the National Register of Legal Entities (CNPJ/MF) under No. 28.005.734/0001 -82 and registered with CRC/RJ under No. 1.144, with its principal place of business at Av. Rio Branco 181, 18th floor, in the City and State of Rio de Janeiro, the responsible technician being Mr. Gelson José Amaro, enrolled with CRC-RJ under No. 049.669/O -4 and in the Individual Taxpayers Register (CPF/MF) under No. 339.408.607/78 (ACAL), was chosen to evaluate the net assets of Triunfo to be merged into Braskem, at book value, based on the financial statements drawn up as of December 31, 2008 (Base Date) and duly audited by KPMG Auditores Independentes. As a result of the appraisal carried out, the net assets of Triunfo to be merged into Braskem are in the amount of one hundred and seventeen million nine hundred and eighty-nine thousand two hundred and eighty-eight reais and thirty-five centavos (R$ 117,989,288.35) . There are no current or potential conflicts or joint interests between ACAL and the controlling parties of Braskem or Triunfo, or against their minority shareholder(s), or, finally, related to the respective partners or the Merger itself.
(c) Treatment Ascribed to Subsequent Equity Variations. The equity variations occurring between the Base Date and the date of Merger shall be fully recorded in the accounting books of Triunfo and shall be recognized by Braskem, as equity in the results of investees.
(d) Economic and Financial Evaluation. For the purposes and effects of determining the replacement ratio of the shares issued by Triunfo for the shares issued by Braskem (Replacement Ratio), Banco Bradesco BBI S/A (Bradesco BBI), enrolled with CNPJ/MF under No. 06.271.464/0073 -93, with its principal place of business at Av. Paulista 1.450, 8th floor, in the City and State of São Paulo, was retained to appraise Braskem and Triunfo on an independent basis, according to the financial statements drawn up on December 31, 2008, based on: (i) the future profitability perspectives through the discounted cash flow method; and (ii) the methodology of precedent transactions multiples in relation to IQ Soluções & Química S.A., within the following amount brackets: (a) eight billion five hundred and eighty-four million one hundred and twenty-six thousand nine hundred and sixty-seven reais and twenty-five centavos (R$ 8,584,126,967.25) to nine billion four hundred and eighty-seven million seven hundred and nineteen thousand two hundred and seventy-nine reais and fifty-nine centavos (R$ 9,487,719,279.59) for the net assets of Braskem; and (b) two hundred and twenty-five million four hundred and fifty-one thousand five hundred and thirty-nine reais and eighty-nine centavos (R$ 225,451,539.89) to two hundred and forty-nine million one hundred and eighty-three thousand two hundred and eighty reais and ninety-three centavos (R$ 249,183,280.93) for the net assets of Triunfo
(e) Shares to be Delivered upon Merger. The Replacement Ratio was established based on the economic and financial appraisal referred to in item IV(d) above, and will be 0.210428051882238 of a class A preferred share issued by Braskem for each one (1) common or preferred share issued by Triunfo. The Replacement Ratio is fair and equitable to the shareholders, since it was established according to a criterion that better reflects the actual appreciation of the net assets of Triunfo and Braskem, as already stated by the appraisals carried out by Bradesco BBI.
(f) Political and equity advantages and rights of the shares. The class A preferred shares of Braskem that are issued as a result of the Merger will be entitled to dividends on equal conditions with the currently existing shares of the same kind and class. Such shares will also have the rights set out in the Bylaws of Braskem in force on this date, which includes the tag along right on the same conditions as the controlling company in the event of disposal of control of Braskem (100% tag along) and other advantages assured to the shareholders of companies classified at Level 1 of the Regulations on Corporate Governance Practices of the São Paulo Stock Exchange BOVESPA.
(g) Capital increase upon Merger. In consideration of the merger of the net book assets of Triunfo in the amount of one hundred and seventeen million nine hundred and eighty-nine thousand two hundred and eighty-eight reais and thirty-five centavos (R$ 117,989,288.35), Braskem will issue thirteen million three hundred and eighty-seven thousand one hundred and fifty-seven (13,387,157) new class A preferred shares, totaling the aggregate issue price of one hundred and seventeen million nine hundred and eighty-nine thousand two hundred and eighty-eight reais and thirty-five centavos (R$ 117,989,288.35), it being certain that (i) ninety-seven million three hundred and seventy-eight thousand nine hundred and eleven reais and eighty centavos (R$ 97,378,911.80) will be allocated to the share capital account; and (ii) twenty million six hundred and ten thousand three hundred and seventy-six reais and fifty-five centavos (R$ 20,610,376.55) will be allocated to the capital reserve account, pursuant to article 182, paragraph 1, item a, of Law 6404/76. The new shares will be paid up by the current shareholders of Triunfo with the net assets transferred under the Merger. The new shares will be allocated to the shareholders of Triunfo according to the Replacement Ratio, and the shareholders that own class A preferred shares and common shares of Triunfo will receive class A preferred shares issued by Braskem, in an amount to be established based on the Replacement Ratio. The shares issued by Braskem, which are held by Triunfo, were considered in the appraisal of the total net assets to be merged and will be held in treasury by Braskem.
(h) Composition of Braskems capital after the Merger. After the increase mentioned in item IV (g), the share capital of Braskem will become five billion four hundred and seventy-three million one hundred and eighty thousand nine hundred and twelve reais and forty-five centavos (R$ 5,473,180,912.45), divided into five hundred and twenty million nine hundred and twenty-eight thousand one hundred and fifty-four (520,928,154) shares, of which one hundred and ninety million four hundred and sixty-two thousand four hundred and forty-six (190,462,446) are common shares, three hundred and twenty-nine million eight hundred and seventy-one thousand eight hundred and ninety (329,871,890) are class A preferred shares; and five hundred and ninety-three thousand eight hundred and eighteen (593,818) are class B preferred shares.
(i) Participation of Petrobras, through its subsidiary Petroquisa, in the capital of Braskem after the Merger. After implementation of the Merger, Petrobras, through its subsidiary Petroquisa, will hold approximately (i) common shares equivalent to thirty-one percent (31.0%) of the voting capital; (ii) class A preferred shares equivalent to twenty-two point one percent (22.1%) of the preferred capital; and (iii) twenty-five point three percent (25.3%) of the total capital of Braskem.
(j) Right to Withdraw. The Triunfo shareholder that dissents from a resolution taken at the general meeting approving the Merger may exercise the right to withdraw upon reimbursement of the amount of its shares, as provided for in Law 6404/76. The right to withdraw shall be exercised within 30 days as of publication of the minutes of the meeting that approves the Merger, as provided for in paragraph 2 of article 137 of Law 6404/76. As to Braskem, the Transaction will not entail any withdrawal right for its shareholders.
(k) Refund Amount. Since the Bylaws of Triunfo do not contemplate refund at economic value, the Triunfo shareholders dissenting from the resolution that approved the Merger will be entitled to a refund related to their shares, in the amount of one point eighty-five and a fraction of a real (R$1.854632473) per share, established by the net equity appraisal at book value of Triunfo carried out on the Base Date. Payment of the refund by Braskem will depend on the implementation of the Merger, as provided for in article 230 of Law 6404/76, and shall be made as of the first business day following the end of the period of forty (40) days counted from publication of the minutes of the Meeting that approves the Merger.