Petrobras – Investor Relations

Petrobras

Investor Relations

Material Fact - Material Event

MATERIAL EVENT
 


 
Petróleo Brasileiro S.A. (“Petrobras”), Ultrapar Participações S.A. (“Ultrapar”) and Braskem S.A. (“Braskem”), in compliance with the order contained in the writ of prevention Nº 087000.001707/2007-80 (“Writ of Prevention”) issued by the Administrative Council for Economic Defense – CADE (the Brazilian anti-trust authority), in the context of CADE’s review of the acquisition by Petrobras, Ultrapar and Braskem of the companies that form the Ipiranga Group (the transaction), as described in the Material Event notice published on March 19, 2007, hereby  inform interested parties that:

The companies appreciate the concern that motivated CADE to issue the Writ of Prevention and have already started to prepare  analyses and information to be submitted to CADE, demonstrating that the transaction would benefit competitiveness of the petrochemical sector and would consolidate the Brazilian fuel distribution market without causing any harm to  consumer interests.

The Writ of Prevention did not affect the closing of the acquisition of the controlling interest of Ipiranga Group - as described in the Material Event released on March 19 this year - which was concluded today.

The companies will comply with the provisions contained in the Writ of Prevention, as set forth below:

“(i)           Petróleo Brasileiro S.A. – Petrobras, or any of its subsidiaries or affiliates, is forbiden to take part in deliberating, negotiating, discussing or any meeting, under any excuse, on matters concerning commercial and strategic aspects of Copesul – Companhia Petroquímica do Sul, as well as to request, as a shareholder, documents, papers and information which cover, even indirectly, decisions taken in these matters;

(ii)                 Braskem S.A., or any of its subsidiaries or affiliates, is forbidden to take part in deliberating, negotiating, discussing or any meeting, under any excuse, on matters concerning commercial aspects and business  development of the acquired Ipiranga Química S.A. and Ipiranga Petroquímica S.A. – except in what regards those assets covered under item i – as well as to request, as a shareholder, documents, papers and information which cover, even indirectly, decisions taken in these matters;      

(iii)                Petrochemical assets of the Ipiranga group – except for those assets covered in item (i) and those related to these assets – and the assets of Petrobras referred to in item (b), above, must remain a legally independent unit, including the continuance of the line of products, brand and distribution network;

(iv)                Decisions related to the development of the businesses of Copesul – Companhia Petroquímica do Sul must preserve  the economic value of the petrochemical assets covered in item ( ii);

(v)                   Petróleo Brasileiro S.A. – Petrobras, or any of its subsidiaries or affiliates, is forbidden to participate in deliberating, negotiating, discussing and any meeting, under any pretext, on commercially and strategically related matters related to the acquired fuel distribution business;

(vi)                With regard to items (i), (ii), (v),  the independent manager that will be constituted, must preserve the competitive relationships previously existing in their operation;


(vii)               The petitioners must publish a Material Event announcement, under the terms of the applicable legislation, with the objective  of informing the market of the conditions established by CADE in its writ of prevention, to preserve the competitive conditions in the sectors affected by the operation, as well as preserving the reversible nature of the transaction;


(viii)             The writ of prevention  here presented may be reviewed at any time, at the behest of CADE or at the request of the petitioners, if in the judgement of the General Assembly of CADE, they do not affect the requirements that motivated its issuance, or that the measures adopted show themselves to be insufficient to guarantee the preservation of the reversible nature of the transaction;

(ix)                Infringement of any of these obligations herein established, declared by the Plenary Session of CADE, will be penalized with a daily fine, which will be registered against the company as an executed tax debt, of 100.000 (one hundred thousand) UFIRs, per  item infringed, without any harm to the other applicable civil or criminal sanctions applicable, as well as the legal implementation of this decision, which constitutes an extrajudicial execution instrument for all legal purposes.”

The closing of the acquisition of the shares of the controlling shareholders of Ipiranga occurred today, under the terms agreed in the Sale and Purchase Agreement signed on March 18, 2007.  The  amounts of ordinary and preferred shares in each Ipiranga Group company set forth below were acquired from the Controlling Shareholders:


 


 
RPI DPPI CBPI
Ordinary shares linked to the Shareholders Agreement 5.746.232 5.447.868 n.a.
% of Total Capital 19,41% 17,02% n.a.
Ordinary shares not linked to the Shareholders Agreement 860.599 1.959.258 1.341.319
% of Total Capital 2,91% 6,12% 1,27%
Preferred shares 2.276.295 2.239.771 402
% of Total Capital 7,69% 7,00% 0,00%



Payment for the acquisition of the shares described above amounted to R$2.1 billion.

All other information contained in the Material Event notice released on March 19, 2007 remains in effect.
                         

 

São Paulo, April 18, 2007.

 
Almir Guilherme Barbassa
Chief Financial and Investor Relations Officer of
Petróleo Brasileiro S.A.
André Covre
Chief Financial and Investor Relations Officer of
Ultrapar Participações S.A.
Carlos Fadigas
Chief Financial and Investor Relations Officer of
Braskem S.A.
 
 
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