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This excerpt taken from the PBR 6-K filed Nov 29, 2007. a) Ipiranga On April 18, 2007, Ultrapar (the Comissioner), having Braskem S.A. and Petróleo Brasileiro SA - Petrobras (through a commission agreement) as intervening parties, acquired for the amount of US$2,694 (R$5,486 million) to be disbursed in three installments, 61.6% of the common shares and 13.8% of the preferred shares in Refinaria de Petróleo Ipiranga SA (RPI), 65.5% of the common shares and 12.6% of the preferred shares in Distribuidora de Produtos de Petróleo Ipiranga SA (DPPI), and 3.6% of the common shares and 0.4% of the preferred shares in Companhia Brasileira de Petróleo Ipiranga (CBPI) held by the controlling shareholders of the Ipiranga Group. On April 18, 2007, Ultrapar, Petrobras and Braskem effected payment of the first installment, as established in the purchase and sale agreement signed on March 18, 2007, US$1,017 relative to the controlling shareholders portion of the Ipiranga Group, US$365 of which was paid by Petrobras. 55 20. Acquisitions (Continued) a) Ipiranga (Continued) Under the agreement signed by Ultrapar, Braskem and Petrobras, Ultrapar took control over the fuel and lubricant distribution businesses in the South and South-East regions (Southern Distribution Assets) of DPPI and CBPI, Petrobras will assume control over the fuel and lubricant distribution businesses in the North, North-East and Central-West regions (Northern Distribution Assets) of DPPI and CBPI, and Braskem will obtain control over the petrochemical assets, represented by Ipiranga Química S.A., Ipiranga Petroquímica S.A. (IPQ) and over this companys interests in Companhia Petroquímica do Sul (Copesul), with Petrobras also holding an interest in the petrochemical assets. The oil refinery assets held by RPI are shared equally by Petrobras, Ultrapar and Braskem. The transaction was submitted to the approval of Brazilian antitrust authorities (the Council for Economic Defense (CADE), the Office of Economic Law (SDE), the Economic Monitoring Agency (SEAE)), within the timeframe and in accordance with the procedures specified in laws and regulations in force . Ultrapar is responsible for the corporate reorganization of the companies acquired in order to segregate the assets set aside for each company. This reorganization consists of the following stages: a) A Mandatory Tender Offer (Tag-Along) to purchase the common shares in RPI, DPPI and CBPI (filed with the CVM on May 2, 2007); b) The take over by Ultrapar of the shares of RPI, DPPI and CBPI; c) The assets will be segregated as follows: (i) the capital of RPI and CBPI will be reduced to transfer the petrochemical assets directly to Ultrapar, which will be later delivered to Braskem and Petrobras under the terms of the commission agreement, and (ii) CBPI will be split to transfer the Northern Distribution Assets to a company controlled by Petrobras. 56 20. Acquisitions (Continued) a) Ipiranga (Continued) This operation is currently at the stage of concluding a Public Offering (PO) of the outstanding common shares issued by RPI, DPPI and CBPI. With regard to RPI and DPPI, the CVM granted the registration of the PO on September 14, 2007 and the date of the auction was set for October 22, 2007 with the financial settlement beginning on October 25, 2007. 1,274,718 common shares of DPPI were purchased, equivalent to 77% of the shares, and 2,771,781 shares of RPI, equivalent to 82% of the shares, both through bid offers, for a total amount of US$240 (R$440,763 thousand), of which Petrobras was due US$88 (R$161,561 thousand). The total payout was approximately US$299 (R$549,008 thousand), of which Petrobras was due US$109 (R$201,238 thousand), subject to the actual value of the shares purchased at the auction. As regards CBPI, the registration of the PO was granted on October 08, 2007, and the auction was held on November 08, 2007, with the financial settlement held on November 13, 2007. The total payout was US$106 (R$195,586 thousand), with US$39 (R$71,692 thousand) due to Petrobras, subject to the same restrictions mentioned above. With regard to the petrochemical businesses, on April 18, 2007, Petrobras and Braskem filed a request with the CVM to register a PO to close the capital of Copesul. The CVM granted the registration on August 10, 2007 and the auction for the common share issue was held on October 05, 2007. The value of the transaction was US$704 (R$1,294,236 thousand) through a special purpose company named EDSP58 Participações Ltda, the quotaholders of which are Braskem (60%) and Petrobras (40%). 57 20. Acquisitions (Continued) a) Ipiranga (Continued) As regards IPQ, Petrobras and Braskem filed for a Tag-Along PO, on May 18, 2007, allowing private purchase of shares held by the minority shareholders as at June 28, 2007, with the financial settlement and transfer of the shares by the shareholders. The value of the transaction was US$60 (R$118,000 thousand) through a special purpose company, EDSP67 Participações S.A., a subsidiary of Ipiranga Quimica S.A. On July 04, 2007, the CVM granted the application to waive this PO and, on July 18, 2007, the companys registration as a stockcompany was cancelled. After the first phase of the acquisition, in the petrochemical businesses, Petrobras holds 8.94% of the total capital and 27.13% of the voting capital of Ipiranga Química, the paid amount of US$211 (R$429,405 thousand) was recorded as Investments in non-consolidated companies and other investments. In the refinery businesses, Petrobras holds 10.01% of the total capital of RPI, recording the amount of US$1.5 (R$3,013 thousand) as Investments in non-consolidated companies and other investments and making a provision for loss in investments in the same amount due to negative stockholders equity. On May 16, 2007, CADE approved an agreement entitled Agreement to Preserve Reversibility of Transaction (APRO) that allows Petrobras to choose a manager and negotiate the implementation of a governance policy that ensures the preservation of the assets and the rights of the minority shareholders. The timetable for the performance of the transaction remains unaltered. With the agreement, the management of the distribution assets purchased by Petrobras will become separate from the management of the assets purchased by Ultrapar. The manager of the Petrobras distribution assets has been selected from the market and is expected to run the businesses until the final decision on the transaction is made by CADE. With the APRO, the management of the distribution assets purchased by Petrobras will become separate from the management of the assets purchased by Ultrapar. In the distribution business, Petrobras recorded the amount of US$154 (R$313,342 thousand), relating to the distribution assets, as an advance in Other assets, in long term receivables due to the APRO, awaiting the CADEs final decision on the transaction . 58 20. Acquisitions (Continued) |
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