These excerpts taken from the VCP 6-K filed Jul 29, 2009.
This excerpt taken from the VCP 6-K filed Oct 17, 2005.
On July 20, 2005, the Boards of Directors of VCP, Suzano and Ripasa, approved the corporate restructuring that would allow Ripasas minority shareholders to exchange their interests in Ripasa to VCP and Suzano stock, in equal parts.
The restructuring involves two phases: (i) the merger of Ripasa shares into Ripar and (ii) the distribution of assets to VCP and Suzano, in equal parts. The restructuring will be submitted for approval at the general meetings of the respective companies. At the completion of the restructuring, Ripasas minority shareholders will become shareholders in VCP and Suzano, in accordance with the Protocol and Justification of Share Merger and Distribution ("Protocol") that VCP, Suzano, Ripasa and Ripar executed on July 20, 2005.
Phase 1 Merger of Ripasa shares into Ripar
Ripasa will become a wholly-owned subsidiary of Ripar upon the exchange of all Ripasa shares owned by the minority shareholders into Ripars shares ("Merger of Shares"). Ripasas minority shareholders will become shareholders in Ripar, in accordance with the swap ratio established in the Protocol, in proportion to their share ownership. The Merger of Shares will be determined at meetings to be held on August 29, 2005.
Ripasas shareholders will receive as many Ripars shares as necessary to maintain the same percentage they currently hold in Ripasas capital. The swap ratio was based on the economic fair value. Therefore 8.6933 of Ripars common shares will be swapped for one Ripasa common share, and 8.6933 Ripars preferred shares will be swapped for one Ripasa preferred share.
Phase 2 Distribution of Ripar Shares
Once the Merger of Shares is approved, on August 30, 2005, Ripars total spin-off, with the transfer of its equity to VCP and Suzano in equal parts, will lead to (i) VCPs and Suzanos capital increase with the issuance of new shares to be attributed to Ripars non-controlling shareholders, based on the swap ratio defined below; and (ii) Ripars dissolution.
Ripars assets and liabilities will be split equally and merged into VCP and Suzano in equal parts, at their respective book values recorded in the balance sheet of July 31, 2005.
Assuming the exchange is fully consummated, VCPs capital in Brazilian GAAP will increase from R$ 2,478,582 thousand to R$ 3,052,211 thousand, equivalent at the June 30, 2005 exchange rate to US$ 1,055 and US$ 1,299, respectively, with the issuance of 12,532,009 preferred shares, corresponding to half of the portion of Ripars equity, which corresponds to the shares held by Ripars non-controlling shareholders.
The Ripasa shareholders may excise withdrawal rights, and will be entitled to reimbursement for the value of the shares of which they are the holders on the closing of the São Paulo Stock Exchange - Bovespa trading session of July 20, 2005. Shares acquired as of and including July 21, 2005 will not entitle their new holders to withdrawal rights.
The acquisition of the share control in Ripasa and its transformation into a production unit is still under analysis by the Brazilian Antitrust Authorities.
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