Form
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
Of Foreign Private Issuer
Pursuant
To Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
For
the
month of September, 2007
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida
Brigadeiro Luis Antonio, 1343, 9ºAndar
São
Paulo, SP, Brazil 01317-910
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information contained in this Form,
the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF CONTENTS
|
ITEM
|
|
|
1.
|
Public
Offer Notice for the Acquisition of Common Shares issued by Distribuidora
de Produtos de Petróleo Ipiranga S.A.
|
|
2.
|
Public
Offer Notice for the Acquisition of Common Shares issued by Refinaria
de
Petróleo Ipiranga S.A.
|
|
3.
|
Minutes
of a Meeting of the Board of Directors (08/2007).
|
|
4.
|
Tombstone
advertisement published in the The New York Times on September 20,
2007.
|
Item
1
Exhibit
I - Draft Public Offer Instrument
THE
OFFER
MADE IN THIS NOTICE IS ADDRESSED TO ALL SHAREHOLDERS IN THE DISTRIBUIDORA
DE
PRODUTOS DE PETRÓLEO IPIRANGA S.A. IN BRAZIL. ADDITIONALLY, SHAREHOLDERS IN THE
DISTRIBUIDORA DE PRODUTOS DE PETRÓLEO IPIRANGA S.A. LOCATED OUTSIDE BRAZIL MAY
PARTAKE IN THE OFFER, SUBJECT TO THE CONDITION THAT SUCH SHAREHOLDERS COMPLY
WITH THE LAW AND REGULATIONS OF THE JURISDICTION IN WHICH THEY ARE
LOCATED.
PUBLIC
OFFER NOTICE FOR THE ACQUISITION OF COMMON SHARES ISSUED BY DISTRIBUIDORA
DE
PRODUTOS DE PETRÓLEO IPIRANGA S.A.
Publicly-held
Company - CVM nº 00519-3
National
Register of Legal Entities (CNPJ/MF) Enrollment No.
92.689.256/0001-76
ISIN
Code
BRDPPIACNOR8
FOR
AND ON BEHALF OF
ULTRAPAR
PARTICIPAÇÕES S.A.
BRADESCO
S.A. CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS (the “Intermediary
Institution”), a financial institution with headquarters located at Avenida
Paulista, 1450, 7º andar, City of São Paulo, State of São Paulo and enrolled
with the National Register of Legal Entities (CNPJ) under No.
61.855.045/0001-32, and BANCO BRADESCO BBI S.A. (the “Offer
Financial Advisor”), a financial institution with headquarters located at
Cidade de Deus, Prédio Novíssimo, 4º andar, Vila Yara, in the City of Osasco,
State of São Paulo and enrolled with the National Register of Legal Entities
(CNPJ) under No. 06.271.464/0001-19, for and on account of
ULTRAPAR PARTICIPAÇÕES S.A., a publicly-held company with
headquarters located at Avenida Brigadeiro Luiz Antônio, 1343, 9º andar, in the
City of São Paulo, State of São Paulo, enrolled with the National Register of
Legal Entities (CNPJ) under No. 33.256.439/0001-39 (the “Offerer” or
“Ultrapar”), hereby submit to the shareholders in DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A. (“DPPI”), a
publicly-held company with headquarters located at Av. Dolores Alcaraz Caldas,
90, in the City of Porto Alegre, State of Rio Grande do Sul, enrolled with
the
National Register of Legal Entities (CNPJ) under No. 92.689.256/0001-76,
this
public offering (the “Offer”) to acquire up to the entirety of the common
shares issued by DPPI (the “Shares”), under the rules established by the
Brazilian Security and Exchange Commission (Comissão de Valores Mobiliários
– “CVM”) Instruction No. 361, dated March 5, 2002, (the “CVM Instruction
361/02”) for the purpose of and pursuant to the following
conditions:
1. THE
OFFER
1.1. Legal
Basis. The Offer is being made as a result of the sale of control over DPPI
to the Offerer, as established in article 254-A of Law 6,404, dated December
15,
1976, as amended (the “Brazilian Corporate Law”) and by CVM Instruction
361/02. Disposal of a controlling stake in DPPI was announced to the market
Item
1
Exhibit
I - Draft Public Offer Instrument
in
the
relevant facts disclosed on March 19, 2007 and April 18, 2007, which are
summarized in Section 5 of this Offer Notice (the "Notice").
1.1.1. The
Offer complies with the procedures applicable to public offerings to acquire
shares via disposal of control in publicly traded companies as set forth
in CVM
Instruction 361/02.
1.2. Format.
This Offer will be concluded via an auction (the “Auction”) at the São
Paulo Stock Exchange ("BOVESPA"). This Offer is not subject to any
requirement for minimum acceptance levels and the Offerer shall purchase
all
Shares offered during the Auction.
1.3. Validity.
This Offer shall remain in effect for a period of 32 days, from the date
that
this Notice is published, i.e. it shall come into effect on September 20,
2007
and shall expire on October 22, 2007, on which date the Auction shall be
held
(the "Auction Date"). The Offer period shall not be extended beyond the
Auction Date.
1.4. Shares
Encompassed by the Offer. The Offerer hereby agrees to purchase up to the
entirety of the 1,663,620 Shares issued by DPPI and currently outstanding
on the
market, through the Intermediary Institution, which are equivalent to 15.6%
of
the Shares issued by DPPI.
1.4.1. By
accepting to sell Shares owned by them pursuant to the terms of this Offer,
the
shareholders hereby declare that such Shares are free and unencumbered of
any
burden, right in rem, or any other form of encumbrance that may bar the
full and immediate exercise of ownership by the Offerer over such Shares,
and
that they comply with the trading requirements established in BOVESPA
regulations.
1.4.2. In
the event that DPPI declares dividends and/or interest on own equity during
the
period between the Auction Date and the date that the Shares offered during
the
Auction to the Offerer are effectively transferred, the respective payments
shall be made pursuant to article 205 of Brazilian Corporate Law to the owner
of
the Shares on each date that dividends and/or interest on own equity are
declared.
1.5. Offer
Price. The Offerer agrees to acquire the Shares for the price of R$
112.06937 per share, corresponding to 80% of the price paid per share held
by
the controlling shareholders in DPPI that was bound to the
Shareholders’ Agreement dated October 27, 1981 and duly registered with DPPI
head office (the “Shareholders’ Agreement”) (the “Offer Price”),
restated by the variation in the Reference Rate (Taxa Referencial
- “TR”) (365 day basis) calculated on a pro-rated basis from the
Closing Date (as defined in item 5.3) up to the Auction financial settlement
date.
1.5.1. The
Offer Price shall be paid in cash, in Brazilian legal currency, on the Auction
financial settlement date.
Item
1
Exhibit
I - Draft Public Offer Instrument
1.6. Consequences
of Accepting the Offer. Upon accepting this offer, each DPPI shareholder
agrees to dispose of the ownership over their Shares, including all direct
rights inherent to such Shares, pursuant to the terms and conditions set
forth
herein.
2. THE
AUCTION
2.1. Auction
Date. The Auction shall be held on October 22, 2007, at 1:15pm (São Paulo
local time), via MEGABOLSA, the BOVESPA trading system.
2.2. Acceptance
Procedures. By 12.00 p.m. (São Paulo local time) on the Auction Date, the
Brokers (as defined in Section 3 below), representatives of the shareholders
wishing to offer their Shares during the Offer shall register the number
of
Shares held directly on the MEGABOLSA system using the code DPPI3L and which
will be sold by the shareholders they are representing during the
Auction. Offer acceptance, and the subsequent firm offer to sell the
Shares, shall be deemed irrevocable and irreversible from commencement of
the
Auction, to the extent that Offer acceptance shall create an obligation on
the
accepter to dispose of its Shares and for which acceptance has been issued,
in
the form and subject to the terms set forth in this Notice.
2.3. Third
Party Buying Interferences. Any third party shall be entitled to make a
competing offer to acquire all or part of the Shares, subject, however, to
the
following:
|
(i)
|
A
competing offer shall be registered with the CVM pursuant to the
terms of
CVM Instruction 361/02; and
|
|
(ii)
|
The
value of the first competing purchase offer shall be at least 5%
higher
than the last price offered.
|
2.4. Brokerage
Costs and Commissions. All brokerage costs and commissions relating to the
disposal of the Shares shall be borne by the respective selling shareholders.
All brokerage costs and commissions related to the purchase of the Shares
shall
be borne by the Offerer.
2.5. Broker
Representing the Offerer. Bradesco S.A. Corretora de Títulos e Valores
Mobiliários (the “Offerer Broker”) shall be the Offerer’s representative
during the Auction.
3. AUCTION
REGISTRATION
3.1. Registration
in a Brokerage House. DPPI shareholders wishing to take part in the Auction
shall register with the Offerer Broker or any other brokerage company authorized
to trade on BOVESPA (each individually referred to as “Broker” and
collectively as the “Brokers”) from the date this Notice is published up
to 5pm on October 19, 2007, the business day immediately preceding the Auction
Date (the “Registration Period”). Auction participation shall comply with
the requirements established in BOVESPA and Companhia
Brasileira de Liquidação
e Custódia (the
“CBLC”) Transaction regulations, as well as the requirements set forth in
Section 3.
Item
1
Exhibit
I - Draft Public Offer Instrument
3.1.1.
Shareholders not registered with a Broker shall present the Broker with a
certifyed copy of each of the following documents in order to carry out their
registration, as applicable:
(i) Individuals.
Identity Card, National Taxpayer’s Enrollment Card (CPF) and proof of address.
Representatives of estates, minors and those civilly disabled and shareholders
represented by an attorney shall also present documentation granting powers
of
representation and original documents or certified copies of the
representative’s Identity Card and National Taxpayer’s Enrolment
Card;
(ii) Legal
Entities. By-laws or articles of incorporation, National Register of Legal
Entities (CNPJ) card, company documents granting powers of representation
and
original documents or certified copies of the Identity Card and National
Taxpayer’s Enrollment Card of the legal entity’s representative.
4. SETTLEMENT
4.1. Financial
Settlement. Offer financial settlement shall be carried out on the 3rd
business day following the Auction Date (the “Settlement Date”), pursuant
to the rules established by the CBLC for gross settlement.
4.2. Settlement
Method. Auction settlement shall be carried out by the CBLC using
the gross settlement method, as defined in Chapter VII of the CBLC Operating
Procedures. CBLC shall not act as an Auction settlement central
guarantor counterpart. CBLC shall act as a facilitator of Auction settlement
pursuant to this Offer, including the receipt (a) of Offerer funds and Shares
from shareholders who have sold their Shares during the Offer, via their
custody
agents and (b) onlending Offerer funds to shareholders offering their Shares
during the Offer and the onlending of the Shares to the Offerer.
4.2.1. Subject
to the terms of the Intermediation Agreement, the Offerer’s settlement
liabilities established herein shall be directly fulfilled by the Offerer
or by
an entity from its economic group and, in any case, the Offerer shall remain
wholly liable for and shall guarantee compliance with all obligations attributed
to it in relation to the Offer and established herein.
4.3. Guarantee.
Pursuant to the terms of the Intermediation Agreement executed by the
Intermediary Institution and the Offerer and paragraph 4, article 7 of CVM
Instruction 361/02, the Intermediary Institution shall guarantee the Offer
financial settlement.
5. ACQUISITION
OF THE IPIRANGA GROUP AND CORPORATE RESTRUCTURING
5.1. Purchase
and Sale Agreement. On March 18, 2007, the Offerer entered into an
irrevocable and irreversible agreement with the controlling shareholders
(the
“Ipiranga Controlling Shareholders”), of DPPI and Refinaria de Petróleo
Ipiranga S.A. (“RIPI”), with Petróleo Brasileiro S.A.
(“Petrobras”) and Braskem S.A. (“Braskem”) as intervening parties,
to acquire all shares held by the Ipiranga Controlling Shareholders
Item
1
Exhibit
I - Draft Public Offer Instrument
in
DPPI,
RIPI, and Companhia Brasileira de Petróleo Ipiranga (“CBPI”) (the “Purchase
and Sale Agreement”) on its own behalf and as commission agent for and on
account of Braskem and Petrobras to acquire petrochemical assets, and in
Petrobras’ case, certain distribution assets.
5.1.1. The
Ipiranga Group businesses will be managed by Petrobras, Ultrapar and Braskem.
Ultrapar shall hold the fuel and lubricant distribution businesses located
in
the South and Southeast regions in Brazil (the “South Distribution
Assets”), Petrobras shall hold the fuel and lubricant distribution
businesses located in the North, Northeast and Mid-West regions in Brazil
(the
“North Distribution Assets”) and Braskem and Petrobras shall hold the
Petrochemical Assets, represented by Ipiranga Química S.A., Ipiranga
Petroquímica S.A. (“IPQ”) and the latter’s stake in Copesul – Companhia
Petroquímica do Sul (“Copesul”), in a proportion of 60% to Braskem and
40% to Petrobras (the “Petrochemical Assets”). The assets relating to oil
refinery operations held by RIPI shall be shared equally by Petrobras, Ultrapar
and Braskem.
5.2. Transaction
Stages. The transaction is divided into five (05) stages: (i) acquisition of
the shares from the Ipiranga Controlling Shareholders by the Offerer; (ii)
a
mandatory tender offer due to disposal of control for acquisition of common
shares issued by RIPI, DPPI, CBPI and IPQ (the “Tag Along POAs"); (iii) a
public offering to cancel Copesul’s registration as a publicly traded company;
(iv) exchange offer by Ultrapar's of shares issued by RIPI, DPPI and CBPI;
and
(v) segregation of the South Distribution Assets, North Distribution Assets
and
Petrochemical Assets, and the consequent transfer of the Petrochemical Assets
to
Braskem and Petrobras and the North Distribution Assets to
Petrobras.
5.3. Acquisition
of shares from the Ipiranga Controlling Shareholders. On April 18, 2007,
(the “Closing Date”) Ultrapar acquired shares issued by RIPI, DPPI and
CBPI from the Ipiranga Controlling Shareholders representing the following
company stakes: (i) 66.2% of the common shares issued by RIPI, (ii) 11.6%
of the
preferred shares issued by RIPI, (iii) 69.2% of the common shares issued
by
DPPI, (iv) 10.5% of the preferred shares issued by DPPI, (v) 3.8% of the
common
shares issued by CBPI, and (vi) less than 0.1% of the preferred shares issued
by
CBPI. In addition, on April 23, 2007, Ultrapar acquired the common
and preferred shares issued by RIPI and DPPI and common shares issued by
CBPI
from one of the Controlling Shareholders, representing less than 0.1% of
the
shares of the respective class and type. The following table indicates the
value
per share that was paid to the Ipiranga Controlling Shareholders:
|
Company
|
Share
|
Purchase
Price (R$/share)
|
|
RIPI
|
Common
Restricted
|
132.85184
|
|
Common
Unrestricted
|
106.28147
|
|
Preferred
|
38.93000
|
|
DPPI
|
Common
Restricted
|
140.08671
|
|
Common
Unrestricted
|
112.06937
|
|
Preferred
|
29.57000
|
|
CBPI
|
Common
Unrestricted
|
58.10000
|
|
Preferred
|
20.55000
|
5.4. Ultrapar
Corporate Restructuring. Following conclusion of the Tag Along
POAs, Ultrapar shall undertake a corporate restructuring in order to (i)
simplify the Ipiranga Group corporate structure,
Item
1
Exhibit
I - Draft Public Offer Instrument
concentrating
all of the shareholders in a single company listed on the stock market, allowing
for a reduction in costs and increased liquidity and (ii) permit segregation
and
transfer of the Petrochemical Assets, North Distribution Assets and South
Distribution Assets (the “Corporate Restructuring”). Within this context,
Ultrapar shall incorporate the shares issued by RIPI, DPPI and CBPI (the
“Share Incorporations”) pursuant to the terms of article 252 of Brazilian
Corporate Law. As a result of the Share Incorporations, RIPI, DPPI and CBPI
shall become wholly-owned subsidiaries of Ultrapar. Shareholders
holding preferred and any common shares in RIPI, DPPI and CBPI shall receive
preferred shares in Ultrapar.
5.5. Segregation
of Assets. Upon conclusion of the Share Incorporations, Ultrapar shall (i)
reduce RIPI's and CBPI’s capital stock in order to transfer the Petrochemical
Assets directly to Ultrapar, for future delivery to Braskem and Petrobras,
pursuant to the commission agency, and (ii) Ultrapar shall spin off CBPI
to
transfer the North Distribution Assets to a company controlled by
Petrobras.
5.6. CADE.
The transaction has been presented for approval to the Brazilian Anti-trust
Authorities (CADE – Administrative Board for Economic Defense), Secretary for
Economic Rights (SDE) and the Economic Oversight Office (SEAE). CADE has
issued
a writ of prevention with a series of provisions on management of the assets
acquired. The provisions relating to the Petrochemical Assets were effectively
reviewed on April 25, 2007, in a decision ratified in CADE Full Session,
at
which time Braskem entered into an Agreement to Preserve Reversibility of
the
Transaction (the “APRO”). Such alterations being made, CADE accepted
Petrobras’ retention of a minority stake in Copesul after the acquisition.
Additionally, on May 16, 2007, another APRO was entered into for the fuel
distribution sector. This APRO establishes corporate governance rules
encompassing CBPI, in order to maintain distribution sector competition and
transaction reversibility relating to the Petrobras Assets. Please
note that these APROs do not affect the conclusion of the Offer.
6. OFFER
PRICE CALCULATION AND VALUATION REPORT
6.1. Offer
Price Calculation. The Offerer is making this Offer at a value equivalent to
80% of DPPI share value that was bound to the Shareholders’ Agreement, paid to
DPPI controlling shareholders, for the purposes of article 254-A of Brazilian
Corporate Law.
6.2. Valuation
Report. On April 4, 2007, Deutsche Bank Securities Inc. (“Deutsche
Bank”) issued a DPPI valuation report (the “Valuation Report”) within
the terms required by CVM Instruction 361/02, which contains analyses on
DPPI
adopting the following methodologies:
(i)
Book Value per Share. The book equity value on December 31, 2006, was R$
25.13 per Share;
(ii)
Weighted Average Price of the Shares. The weighted average price per
volume of Shares traded on BOVESPA (a) between March 15, 2006 and March 16,
2007
was R$ 41.69 and (b) between March 19, 2007 (date that the relevant fact
was
disclosed) and April 4, 2007 (date of the Valuation Report) was R$ 101.06;
and
Item
1
Exhibit
I - Draft Public Offer Instrument
(iii)
Discounted Cash Flow. The discounted cash flow method resulted in a range
of values between R$ 41.11 and R$ 45.44 per Share.
6.3. Shares
held by Deutsche Bank and related entities. Deutsche Bank, its
affiliates and persons related to Deutsche Bank and its affiliates do not
hold
shares issued by DPPI or the Offerer.
6.3.1. Deutsche
Bank hereby declares that there is no conflict of interest which reduces
its
independence as required to draw up the Valuation Report.
6.3.2. Deutsche
Bank will receive US$ 3,000,000.00 net of taxes as remuneration for drawing
up
the Valuation Report.
7. INFORMATION
REGARDING DPPI
7.1. Headquarters
and Business Purpose. DPPI's headquarter is located at Av. Dolores Alcaraz
Caldas, 90, in the City of Porto Alegre, State of Rio Grande do Sul, and
its
purpose comprises (i) engaging in the trade of distributing oil refined products
and other fuels, industry of land transportation, agency, and chemical
industries related to oil derivatives, additives, animal and vegetal fats,
paints, cans and drums, subsidiaries to the distribution, and (ii) purchase
of
shares, units or stakes in other companies.
7.2. Composition
of Shareholdings. On April 23, 2007, the DPPI shareholdings were as
follows:
|
Shareholder
|
Common
Shares
|
%
|
Preferred
Shares
|
%
|
Total
|
%
|
|
Offerer
|
7,409,987
|
69.2
|
2,239,899
|
10.5
|
9,649,886
|
30.2
|
|
Persons
Linked to the Offerer
|
1,632,758
|
15.3
|
814,058
|
3.8
|
2,446,816
|
7.6
|
|
Management
|
3
|
Less
than 0.1
|
1,003
|
Less
than 0.1
|
1,006
|
Less
than 0.1
|
|
Treasury
Shares
|
0
|
0.0
|
0
|
0.0
|
0
|
0.0
|
|
Free
Float
|
1,663,620
|
15.6
|
18,238,672
|
85.7
|
19,902,292
|
62.2
|
|
Total
|
10,706,368
|
100.0
|
21,293,632
|
100.0
|
32,000,000
|
100.0
|
7.3. DPPI
Selected Financial Indicators. DPPI selected financial indicators are stated
in the following table, based on consolidated financial statements:
|
|
12.31.2005
|
12.31.2006
|
06.30.2007
|
|
Capital
Stock Realized (R$ thousand)
|
305,000
|
555,000
|
615,000
|
|
Net
Equity (R$ thousand)
|
708,362
|
804,029
|
873,446
|
|
Net
Revenue (R$ thousand)
|
22,757,503
|
25,714,728
|
12,799,366
|
|
Operating
Profits (R$ thousand)
|
518,310
|
452,213
|
276,380
|
|
Net
Profits (R$ thousand)
|
169,788
|
160,875
|
69,417
|
|
Total
Liabilities (R$ thousand)*
|
2,761,384
|
2,851,524
|
2,827,491
|
|
Current
Liabilities (R$ thousand)*
|
1,114,617
|
884,620
|
733,125
|
Item
1
Exhibit
I - Draft Public Offer Instrument
|
Long
Term Liabilities (R$ thousand)*
|
580,175
|
738,532
|
724,099
|
|
Number
of Shares excluding Treasury Share (thousand)
|
16,000
|
32,000
|
32,000
|
|
Earnings
per Share (R$)
|
10.61
|
5.03
|
2.17
|
|
BookValue
per 1,000 shares (R$)
|
44.27
|
25.13
|
27.30
|
|
Total
Liabilities / Net Equity (%)
|
390%
|
355%
|
324%
|
|
Net
Profit / Net Equity (%)
|
24%
|
20%
|
8%
|
|
Net
Profits / Net Revenues (%)
|
1%
|
1%
|
1%
|
|
Net
Profits / Book Capital Stock (%)
|
56%
|
29%
|
11%
|
*
Refers
to the sum of Current Liabilities, Long Term Liabilities and Non-Controlling
Shareholders Stakes and does not, therefore, consider Net Equity.
7.3.1. Annual
and periodic DPPI financial statements are available at www.ipiranga.com.br and
www.cvm.gov.br.
7.4. Historic
Share Trading Information. The following tables indicate the trading
volumes, quantities and average prices involved in spot market trades on
BOVESPA
for the Shares (DPPI3) and the preferred shares (DPPI4) issued by DPPI in
the
last twelve (12) months.
7.4.1. Common
Shares
|
Month
|
Total
Volume Traded (R$)
|
Number
of Common Shares Traded
|
Weighted
Average Price (in R$) of Common Shares
|
|
July
2007
|
1,156,990
|
10,700
|
R$
108.13
|
|
June
2007
|
696,978
|
6,500
|
R$
107.23
|
|
May
2007
|
591,575
|
5,600
|
R$
105.64
|
|
April
2007
|
1,326,117
|
12,900
|
R$
102.80
|
|
March
2007
|
5,921,184
|
62,200
|
R$
95.20
|
|
February
2007
|
3,500
|
100
|
R$
35.00
|
|
January
2007
|
24,000
|
800
|
R$
30.00
|
|
December
2006
|
42,843
|
1,500
|
R$
28.56
|
|
November
2006
|
19,400
|
700
|
R$
27.71
|
|
October
2006
|
72,679
|
2,400
|
R$
30.28
|
|
September
2006
|
10,962
|
300
|
R$
36.54
|
|
August
2006
|
70,957
|
2,200
|
R$
32.25
|
Item
1
Exhibit
I - Draft Public Offer Instrument
7.4.2. Preferred
Shares
|
Month
|
Total
Volume Traded (R$)
|
Number
of Preferred Shares Traded
|
Weighted
Average Price (in R$) of Preferred Shares
|
|
July
2007
|
11,480,622
|
288,000
|
R$
39.86
|
|
June
2007
|
23,644,893
|
616,400
|
R$
38.36
|
|
May
2007
|
37,830,293
|
995,200
|
R$
38.01
|
|
April
2007
|
30,204,108
|
791,700
|
R$
38.15
|
|
March
2007
|
19,192,523
|
563,700
|
R$
34.05
|
|
February
2007
|
4,503,339
|
138,700
|
R$
32.47
|
|
January
2007
|
6,720,480
|
242,100
|
R$
27.76
|
|
December
2006
|
8,192,719
|
322,000
|
R$
25.44
|
|
November
2006
|
10,899,672
|
461,200
|
R$
23.63
|
|
October
2006
|
7,352,049
|
318,900
|
R$
23.05
|
|
September
2006
|
2,675,335
|
116,100
|
R$
23.04
|
|
August
2006
|
6,063,855
|
261,300
|
R$
23.21
|
8. INFORMATION
REGARDING THE OFFERER
8.1. Headquarter
and Business Purpose. The Offerer's headquarter is located at Avenida Brigadeiro
Luiz Antônio, 1343, 9º andar, in the City of São Paulo, State of São Paulo, and
the Offerer's purpose is the investment of equity capital in commerce, industry,
agriculture and service companies, via subscription to or purchase of company
shares or units.
8.2. Sector
and Activities. Prior to acquiring the South Distribution Assets, Ultrapar
was active in the Liquefied Petroleum Gas (“LPG") distribution sector via
Ultragaz Participações Ltda. (“Ultragaz”), in the chemicals production
via Oxiteno S.A. Indústria e Comércio (“Oxiteno”), and in the integrated
logistics solutions for special bulk cargo, via Ultracargo Operações Logísticas
e Participações Ltda. (“Ultracargo”). Highlights in its operating areas:
with Ultragaz, it is the leading Brazilian LPG distributor, with 24% market
share (Source: Sindigás); with Oxiteno, it is the largest South American
manufacturer of ethylene oxide and its main derivatives as well as the biggest
producer of chemical specialties in Brazil; and with Ultracargo it is one
of the
largest logistics solution providers for special bulk cargo in
Brazil.
8.3. Information
on the Offerer’s Controlling Company. Ultrapar is controlled by Ultra S.A.,
which holds 66% of the voting capital and 40% of Ultrapar’s total capital
stock.
9. SUPERVENING
LIABILITY
9.1. Additional
Liability. The Offerer hereby agrees to pay the owners of the Shares
accepting the Offer any additional amount, if any, between: (i) the price
paid
to the shareholders for the sale of their Shares, restated by the TR (based
on
365 days per year) on a pro-rated basis from the Auction Date up to the date
on
which payment of such amounts is due (restated according to the alterations
in
the number of shares
Item
1
Exhibit
I - Draft Public Offer Instrument
resulting
from splits, groupings or conversions) and (ii) the Share price that would
be
due, or may be due, in the event of the following circumstances within a
period
of one (01) year from the Auction Date, (a) a fact that requires or shall
require a mandatory public offering to acquire the Shares or (b) a corporate
event that would entitle Shareholders accepting the Offer to withdraw from
the
company upon payment of a price per share, if they still were DPPI shareholders
on the date of such a corporate event, and disagreed with the deliberation
approving the implementation of any corporate event that would allow said
right
to be enforced.
9.1.1. DPPI
Share Incorporation. According to the relevant fact disclosed on March 19,
2007, the Offerer intends to incorporate DPPI shares once the Offer has been
concluded. Pursuant to article 252, paragraph 2 of Brazilian Corporation
Law,
the owners of common and preferred shares issued by DPPI disagreeing with
this
share incorporation shall be entitled to withdraw from the company, upon
receiving a price per share that shall be defined within the scope of article
264, of the Brazilian Corporate Law. Shareholders accepting this Offer shall
be
entitled to receive the difference, if any, between the Offer Price (restated
as
set forth in item 1.5) and the share price resulting from exercising the
right
to withdraw from the company. Thus, the Offerer does not foresee paragraph
1,
article 10 of CVM Instruction 361/02 being applicable, since the price per
share
resulting from enforcement of the right to withdraw from the company has
not yet
been disclosed.
10. ADDITIONAL
INFORMATION
10.1. Updating
the Publicly traded Company Registration. The Offerer hereby declares that
to the best of its knowledge and having requested the appropriate confirmation,
DPPI registration as a publicly traded company has been maintained up to
date
pursuant to article 21 of Law No. 6385/76;
10.2. Offerer
Representation. The Offerer hereby represents that it is responsible for the
truthfullness, quality and quantity of information submitted to the CVM and
the
market, and for any harm caused to DPPI, its shareholders and third parties,
by
gross negligence or willful misconduct, resulting from false, inaccurate
information or information that has been omitted.
10.3. Intermediary
Institution Representation. The Intermediary Institution hereby represents
that it has taken every precaution and acted diligently to ensure that the
information submitted by the Offerer is true, consistent, accurate and
sufficient, undertaking liability for any omission in its duty, and that
it has
verified the quantity and quality of the information supplied to the market
during the entire Offer procedure, required for shareholders to take decisions,
including occasional and seasonal DPPI information, as well as those contained
herein and in the Valuation Report.
10.4. Duties
of the Financial Advisor. In conjunction with the Intermediary Institution,
the Financial Advisor shall help the Offerer in all phases of the Offer,
including, but not limited to, issues regarding (i) oversight and control
of
Offer development, (ii) responses to any questions eventualy raised by DPPI
shareholders and (iii) the receipt and processing of shareholder accreditation
requests from shareholders
Item
1
Exhibit
I - Draft Public Offer Instrument
wishing
to
take part in the Auction. Regardless of this Financial Advisor’s duty, the
Intermediary Institution shall not exempt itself from any of its legal and
regulatory duties in relation to the Offer and its settlement.
10.5. Shares
held by the Intermediary Institution, the Financial Advisor and affiliate
companies. The Intermediary Institution, the Financial Advisor, its
controlling company and the entities related thereto pursuant to article
3, item
VI of CVM Instruction 361/02 represent that they do not hold or manage common
and/or Preferred Shares issued by DPPI.
10.6. No
Undisclosed Relevant Facts or Circumstances. The Intermediary Institution,
the Financial Advisor for the Offer and the Offerer hereby declare that they
have no knowledge of the existence of any relevant facts or circumstances
not
disclosed to the public which may have a relevant bearing on DPPI income
or DPPI
Share prices on the market.
10.7. Access
to the Valuation Report, the Offer Notice, the Justified Statement of the
Purchase Price Calculation Format and List of Shareholders. The Valuation
Report, this Notice and the List of DPPI Shareholders are available to all
interested parties (the last document issued only upon identification of
the
recipient and issuance of a receipt signed by the recipient) at the following
addresses. The Valuation Report and this Notice may also be found at the
addresses listed below:
DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A.
Avenida
Dolores Alcaraz Caldas, 90 - Porto Alegre, Rio Grande do Sul
www.ipiranga.com.br
ULTRAPAR
PARTICIPAÇÕES S.A.
Avenida
Brigadeiro Luiz Antônio, 1343, 9º andar - São Paulo, São Paulo
www.ultra.com.br
INTERMEDIARY
INSTITUTION
BRADESCO
S.A. CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS
Avenida
Paulista, 1450, 7º andar, City of São Paulo, State of São Paulo
www.shopinvest.com.br
OFFER
FINANCIAL ADVISOR
BANCO
BRADESCO BBI S.A.
Avenida
Paulista, 1450, 8º andar, City of São Paulo, State of São Paulo
www.shopinvest.com.br/ofertaspublicas
BRAZILIAN
SECURITIES AND EXCHANGE COMMISSION
Rua
Cincinato Braga, 340, 2º andar, Centro - São Paulo, São Paulo
Rua
Sete
de Setembro, 111, 2º andar, “Centro de Consultas” - Rio de Janeiro, Rio de
Janeiro
www.cvm.gov.br
Item
1
Exhibit
I - Draft Public Offer Instrument
SAO
PAULO STOCK EXCHANGE - BOVESPA
Rua
XV de
Novembro, 275 - São Paulo, São Paulo
www.bovespa.com.br
10.8.
CVM registration. The offer was filed with the CVM in advance
for analysis and was registered on September 14, 2007 with number
CVM/SRE/OPA/ALI/2007-004. On September 17, BOVESPA authorized the Auction
to be
held on its trading system.
GRANTING
OF THE REQUEST TO REGISTER THIS OFFER DOES NOT IMPLY THAT CVM GUARANTEES
THE
TRUTHFULLNESS OF THE INFORMATION PROVIDED NOR DOES IT REPRESENT A JUDGMENT
REGARDING THE QUALITY OF THE COMPANY ISSUING THE OFFER OR THE PRICE OFFERED
FOR
THE SHARES INVOLVED.
ANBID
This
public offer/program was prepared in accordance with the Brazilian Association
of Investment Banks – ANBID Self-Regulation Code for Public Offerings of
Securities Distribution and Acquisition registered under No. 4890254 with
the
4th Registry
of
Deeds and Documents of the Judicial District of São Paulo, State of São Paulo.
This public offer/program therefore complies with the minimum standards of
information contained in the code and ANBID is in no way liable for the
information provided, the quality of the issuer and/or offerer, participating
institutions and the securities that are the involved in the public
offer/program”.
Item
2
Exhibit
I– Draft Public Offer Instrument
THE
OFFER
MADE IN THIS NOTICE IS ADDRESSED TO ALL SHAREHOLDERS IN THE REFINARIA DE
PETRÓLEO IPIRANGA S. A. IN BRAZIL. ADDITIONALLY, SHAREHOLDERS IN REFINARIA DE
PETRÓLEO IPIRANGA S. A. LOCATED OUTSIDE BRAZIL MAY PARTAKE IN THE OFFER, SUBJECT
TO THE CONDITION THAT SUCH SHAREHOLDERS COMPLY WITH THE LAW AND REGULATIONS
OF
THE JURISDICTION IN WHICH THEY ARE LOCATED.
PUBLIC
OFFER NOTICE FOR THE ACQUISITION OF COMMON SHARES ISSUED BY
REFINARIA
DE PETRÓLEO IPIRANGA S.A.
Publicly-held
Company - CVM No. 00999-7
National
Register of Legal Entities (CNPJ/MF) Enrollment No.
94.845.674/0001-30
ISIN
Code
ISIN BRRIPIACNOR3
FOR
AND ON BEHALF OF
ULTRAPAR
PARTICIPAÇÕES S.A.
BRADESCO
S.A. CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS (the “Intermediary
Institution”), a financial institution with headquarters located at Avenida
Paulista, 1450, 7º andar, City of São Paulo, State of São Paulo and enrolled
with the National Register of Legal Entities (CNPJ) under No.
61.855.045/0001-32, and BANCO BRADESCO BBI S.A. (the “Offer
Financial Advisor”), a financial institution with headquarters located
at Cidade de Deus, Prédio Novíssimo, 4º andar, Vila Yara, in the City
of Osasco, State of São Paulo and enrolled with the National Register of Legal
Entities(CNPJ) under No. 06.271.464/0001-19, for and on account of
ULTRAPAR PARTICIPAÇÕES S.A., a publicly-held company with
headquarters located at Avenida Brigadeiro Luiz Antônio, 1343, 9º andar, in the
City of São Paulo, State of São Paulo, enrolled with the National Register of
Legal Entities (CNPJ) under No. 33.256.439/0001-39 (“Offerer” or
“Ultrapar”), hereby submit to the shareholders in REFINARIA DE
PETRÓLEO IPIRANGA S.A. (“RIPI”), a publicly-held company with
headquarters located at Rua Engenheiro Heitor Amaro Barcellos, 551, in the
City
of Rio Grande, State of Rio Grande do Sul, enrolled with the National Register
of Legal Entities (CNPJ) under No. 94.845.674/0001-30, this public offering
(the
“Offer”) to acquire up to the entirety of the common shares issued by
RIPI (the “Shares”), under the rules established by the Brazilian Security and
Exchange Commission (Comissão de Valores Mobiliários – “CVM”)
Instruction No. 361, dated March 5, 2002, (the “CVM Instruction 361/02”)
for the purpose of and pursuant to the following conditions:
1. THE
OFFER
1.1. Legal
Basis. The Offer is being made as a result of the disposal of control over
RIPI to the Offerer, as established in article 254-A of Law 6,404, dated
December 15, 1976, as amended (the “Brazilian Corporate Law”) and by CVM
Instruction 361/02. Disposal of a controlling stake in RIPI was
announced to the market in the relevant facts disclosed on March 19, 2007
and
April 18, 2007, which are summarized in Section 5 of the Offer Notice (the
"Notice").
Item
2
Exhibit
I– Draft Public Offer Instrument
1.1.1. The
Offer complies with the procedures applicable to public offerings to acquire
shares via disposal of share control in publicly traded companies as set
forth
in CVM Instruction 361/02.
1.2. Format.
This Offer will be concluded via an auction (the “Auction”) at the São
Paulo Exchange Market ("BOVESPA"). This Offer is not subject to any
requirement for minimum acceptance levels and the Offerer shall purchase
all
Shares offered during the Auction.
1.3. Validity.
This Offer shall remain in effect for a period of 32 days, from the date
that
this Notice is published, i.e. it shall come into effect on September 20,
2007
and shall expire on October 22, 2007, on which date the Auction shall be
held
(the "Auction Date"). The Offer period shall not be extended beyond the
Auction Date.
1.4. Shares
Encompassed by the Offer. The Offerer hereby agrees to purchase up to the
entirety of the 3,374,422 Shares issued by RIPI and currently outstanding
on the
market, through the Intermediary Institution, which are equivalent to 33.8%
of
the Shares issued by RIPI.
1.4.1. By
accepting to sell Shares owned by them pursuant to the terms of this Offer,
the
shareholders hereby declare that such Shares are free and unencumbered of
any
burden, right in rem, or any other form of encumbrance that may bar the
full and immediate exercise of ownership by the Offerer over such Shares,
and
that they comply with the trading requirements established in BOVESPA
regulations.
1.4.2. In
the event that RIPI declares dividends and/or interest on own equity during
the
period between the Auction Date and the date that the Shares offered during
the
Auction to the Offerer are effectively transferred, the respective payments
shall be made pursuant to article 205 of Brazilian Corporate Law to the owner
of
the Shares on each date that dividends and/or interest on own equity are
declared.
1.5. Offer
Price. The Offerer agrees to acquire the Shares for the price of R$
106.28147 per share, corresponding to 80% of the price paid per share to
the
controlling shareholders in RIPI that was bound to the Shareholders’
Agreement dated February 23, 1994 and duly registered with RIPI head office
(the
“Shareholders’ Agreement”) (the “Offer Price”), restated by the
variation in the Reference Rate (Taxa Referencial – “TR”) (365 day
basis) calculated on a pro-rated basis from the Closing Date (as defined
in item
5.3) up to the Auction financial settlement date.
1.5.1. The
Offer Price shall be paid in cash, in Brazilian legal currency, on the Auction
financial settlement date.
1.6. Consequences
of Accepting the Offer. Upon accepting this offer, each RIPI shareholder
agrees to dispose of the ownership over their Shares, including all direct
rights inherent to such Shares, pursuant to the terms and conditions set
forth
herein.
Item
2
Exhibit
I– Draft Public Offer Instrument
2. THE
AUCTION
2.1. Auction
Date. The Auction shall be held on October 22, 2007, at 1:00 pm (São Paulo
local time), via MEGABOLSA, the BOVESPA trading system.
2.2. Acceptance
Procedures. By 12.00 p.m. (Sao Paulo local time) on the Auction Date, the
Brokers (as defined in Section 3 below), representatives of the shareholders
wishing to offer their Shares during the Offer shall register the number
of
Shares held directly on the MEGABOLSA system using the code RIPI3L and which
will be sold by the shareholders they are representing during the
Auction. Offer acceptance, and the subsequent firm offer to sell the
Shares, shall be deemed irrevocable and irreversible from commencement of
the
Auction, to the extent that Offer acceptance shall create an obligation on
the
accepter to dispose of its Shares and for which acceptance has been issued,
in
the form and subject to the terms set forth in this Notice.
2.3. Third
Party Buying Intereferences. Any third party shall be entitled to make a
competing offer to acquire all or part of the Shares, subject, however, to
the
following:
|
|
(i)
|
A
competing offer shall be registered with the CVM pursuant to the
terms of
CVM Instruction 361/02; and
|
|
|
(ii)
|
The
value of the first competing purchase offer shall be at least 5%
higher
than the last price offered.
|
2.4. Brokerage
Costs and Commissions. All brokerage costs and commissions relating to the
disposal of the Shares shall be borne by the respective selling shareholders.
All brokerage costs and commissions relating to the purchase of the Shares
shall
be borne by the Offerer.
2.5. Broker
Representing the Offerer. Bradesco S.A. Corretora de Títulos e Valores
Mobiliários (the “Offerer Broker”) shall be the Offerer’s representative
during the Auction.
3. AUCTION
REGISTRATION
3.1. Registration
in a Brokerage House. RIPI shareholders wishing to take part in the Auction
shall register with the Offerer Broker or any other brokerage company authorized
to trade on BOVESPA (each individually referred to as “Broker” and
collectively as the “Brokers”) from the date this Notice is published up
to 5:00pm on October 19, 2007, the business day immediately preceding the
Auction Date (the “Registration Period”). Auction participation shall
comply with the requirements established in BOVESPA and Companhia
Brasileira de Liquidação e Custódia (the
“CBLC”) Transaction regulations, as well as the requirements set forth in
Section 3.
3.1.1. Shareholders
not registered with a Broker shall present the Broker with a certifyed copy
of
each of the following documents in order to carry out their registration,
as
applicable:
Item
2
Exhibit
I– Draft Public Offer Instrument
(i) Individuals.
Identity Card, National Taxpayer’s Enrollment Card (CPF) and proof of address.
Representatives of estates, minors and those civilly disabled and shareholders
represented by an attorney shall also present documentation granting powers
of
representation and original document or certified copies of the representative’s
Identity Card and National Taxpayer’s Enrolment Card;
(ii) Legal
Entities. By-laws or articles of incorporation, National Register of Legal
Entities (CNPJ) card, company documents granting powers of representation
and
original documents or certified copies of the Identity Card and National
Taxpayer’s Enrollment Card of the legal entity’s representative.
4. SETTLEMENT
4.1. Financial
Settlement. Offer financial settlement shall be carried out on the 3rd
business day following the Auction Date (the “Settlement Date”), pursuant
to the rules established by the CBLC for gross settlement.
4.2. Settlement
Method. Auction settlement shall be carried out by the CBLC using
the gross settlement method, as defined in Chapter VII of the CBLC Operating
Procedures. CBLC shall not act as an Auction settlement central
guarantor counterpart. CBLC shall act as a facilitator of Auction settlement
pursuant to this Offer, including the receipt (a) of Offerer funds and Shares
from shareholders who have sold their Shares during the Offer, via their
custody
agents and (b) onlending Offerer funds to shareholders offering their Shares
during the Offer and the onlending of the Shares to the Offerer.
4.2.1. Subject
to the terms of the Intermediation Agreement, the Offerer’s settlement
liabilities established herein shall be directly fulfilled by the Offerer
or by
an entity from its economic group and, in any case, the Offerer shall remain
wholly liable for and shall guarantee compliance with all liabilities attributed
to it in relation to the Offer and established herein.
4.3. Guarantee.
Pursuant to the terms of the Intermediation Agreement executed by the
Intermediation Institution and the Offerer and paragraph 4, article 7 of
CVM
Instruction 361/02, the Intermediary Institution shall guarantee the Offer
financial settlement.
5. ACQUISITION
OF THE IPIRANGA GROUP AND CORPORATE RESTRUCTURING
5.1. Purchase
and Sale Agreement. On March 18, 2007, the Offerer entered into an
irrevocable and irreversible agreement with the controlling shareholders
(the
“Ipiranga Controlling Shareholders”) of the Refinaria de Petróleo
Ipiranga S.A. (“RIPI”) and Distribuidora de Produtos de Petróleo Ipiranga
S.A. (“DPPI”), with Petróleo Brasileiro S.A.
(“Petrobras”) and Braskem S.A. (“Braskem”) as intervening parties,
to acquire all shares held by the Ipiranga Controlling Shareholders in RIPI,
DPPI and Companhia Brasileira de Petróleo Ipiranga (“CBPI”) (the
“Purchase and Sale Agreement”) on its own behalf and as agent for and
Item
2
Exhibit
I– Draft Public Offer Instrument
on
account
of Braskem and Petrobras to acquire petrochemical assets, and in Petrobras’
case, certain distribution assets.
5.1.1. The
Ipiranga Group businesses will be managed by Petrobras, Ultrapar and Braskem.
Ultrapar shall hold the fuel and lubricant distribution businesses located
in
the South and Southeast regions (the “South Distribution Assets”),
Petrobras shall hold the fuel and lubricant distribution businesses located
in
the North, Northeast and Mid-West (the “North Distribution Assets”) and
Braskem and Petrobras shall hold the Petrochemical Assets, represented by
Ipiranga Química S.A., Ipiranga Petroquímica S.A. (“IPQ”) and the
latter’s stake in Copesul – Companhia Petroquímica do Sul (“Copesul”), in
a proportion of 60% to Braskem and 40% to Petrobras (the “Petrochemical
Assets”). The assets relating to oil refinery operations held by RIPI shall
be shared equally by Petrobras, Ultrapar and Braskem.
5.2. Transaction
Stages. The transaction is divided into five (05) stages: (i) acquisition of
the shares from the Ipiranga Controlling Shareholders by the Offerer; (ii)
a
mandatory tender offer due to disposal of control for acquisition of common
shares issued by RIPI, DPPI, CBPI and IPQ (the “Tag Along POAs"); (iii) a
public offering to cancel Copesul’s registration as a publicly traded company;
(iv) exchange offer by Ultrapar's of shares issued by RIPI, DPPI and CBPI;
and
(v) segregation of the South Distribution Assets, North Distribution Assets
and
Petrochemical Assets, and the consequent transfer of the Petrochemical Assets
to
Braskem and Petrobras and the North Distribution Assets to
Petrobras.
5.3. Acquisition
of shares from the Ipiranga Controlling Shareholders. On April 18, 2007,
(the “Closing Date”) Ultrapar acquired shares issued by RIPI, DPPI and
CBPI from the Ipiranga Controlling Shareholders representing the following
company stakes: (i) 66.2% of the common shares issued by RIPI, (ii) 11.6%
of the
preferred shares issued by RIPI, (iii) 69.2% of the common shares issued
by
DPPI, (iv) 10.5% of the preferred shares issued by DPPI, (v) 3.8% of the
common
shares issued by CBPI, and (vi) less than 0.1% of the preferred shares issued
by
CBPI. In addition, on April 23, 2007, Ultrapar acquired the common and preferred
shares issued by RIPI and DPPI and common shares issued by CBPI from one
of the
Controlling Shareholders, representing less than 0.1% of the shares of the
respective class and type. The following table indicates the value per share
that was paid to the Ipiranga Controlling Shareholders:
|
Company
|
Share
|
Purchase
Price (R$/share)
|
|
RIPI
|
Common
Restricted
|
132.85184
|
|
Common
Unrestricted
|
106.28147
|
|
Preferred
|
38.93000
|
|
DPPI
|
Common
Restricted
|
140.08671
|
|
Common
Unrestricted
|
112.06937
|
|
Preferred
|
29.57000
|
|
CBPI
|
Common
Unrestricted
|
58.10000
|
|
Preferred
|
20.55000
|
5.4. Ultrapar
Corporate Restructuring. Following conclusion of the Tag Along
POAs, Ultrapar shall undertake a corporate restructuring in order to (i)
simplify the Ipiranga Group corporate structure, concentrating all of the
shareholders in a single company listed on the stock market, allowing for
a
reduction
Item
2
Exhibit
I– Draft Public Offer Instrument
in
costs
and increased liquidity and (ii) permit segregation and transfer of the
Petrochemical Assets, North Distribution Assets and South Distribution Assets
(the “Corporate Restructuring”). Within this context, Ultrapar shall
incorporate the shares issued by RIPI, DPPI and CBPI (the “Share
Incorporation”) pursuant to the terms of article 252 of Brazilian Corporate
Law. As a result of the Share Incorporations, RIPI, DPPI and CBPI shall become
wholly-owned subsidiaries of Ultrapar. Shareholders holding preferred
and any common shares in RIPI, DPPI and CBPI shall receive preferred shares
in
Ultrapar.
5.5. Segregation
of Assets. Upon conclusion of the Share Incorporations, Ultrapar shall (i)
reduce RIPI's and CBPI’s capital stock in order to transfer the Petrochemical
Assets directly to Ultrapar, for future delivery to Braskem and Petrobras,
pursuant to the commission agency, and (ii) Ultrapar shall spin off CBPI
to
transfer the North Distribution Assets to a company controlled by
Petrobras.
5.6. CADE.
The transaction has been presented for approval to the Brazilian Anti-trust
Authorities (CADE – Administrative Board for Economic Defense), Secretary fot
Economic Rights (SDE) and the Economic Oversight Office (SEAE). CADE has
issued
a writ of prevention with a series of provisions on management of the assets
acquired. The provisions relating to the Petrochemical Assets were effectively
reviewed on April 25, 2007, in a decision ratified by the CADE Full Session,
at
which time Braskem entered into an Agreement to Preserve Reversibility of
the
Transaction (the “APRO”). Such alterations being made, CADE accepted
Petrobras’ retention of a minority stake in Copesul after the acquisition.
Additionally, on May 16, 2007, another APRO was entered into for the fuel
distribution sector. This APRO establishes corporate governance rules
encompassing CBPI, in order to maintain distribution sector competition and
transaction reversibility relating to the Petrobras Assets. Please
note that these APROs do not affect the conclusion of the Offer.
6. OFFER
PRICE CALCULATION AND VALUATION REPORT
6.1. Offer
Price Calculation. The Offerer is making this Offer at a value equivalent to
80% of RIPI share value that was bound to the Shareholders’ Agreement, paid to
RIPI controlling shareholders, for the purposes of article 254-A of Brazilian
Corporation Law.
6.2. Valuation
Report. On April 4, 2007, Deutsche Bank Securities Inc. (“Deutsche
Bank”) issued a RIPI valuation report (the “Valuation Report”) within the
terms required by CVM Instruction 361/02, which contains analyses on RIPI
adopting the following methodologies:
(i)
Book Value per Share. The book equity value on December 31, 2006, was R$
19.50 per Share;
(ii)
Weighted Average Price of the Shares. The weighted average price per
volume of Shares traded on BOVESPA (a) between March 15, 2006 and March 16,
2007
was R$ 45.81 and (b) between March 19, 2007 (date that the relevant fact
was
disclosed) and April 4, 2007 (date of the Valuation Report) was R$ 97.09;
and
Item
2
Exhibit
I– Draft Public Offer Instrument
(iii)
Discounted Cash Flow. The discounted cash flow method resulted in a range
of values between R$ 51.63 and R$ 57.06 per Share.
6.3. Shares
held by Deutsche Bank and related entities. Deutsche Bank, its
affiliates and persons related to Deutsche Bank and its affiliates do not
hold
shares issued by RIPI or the Offerer.
6.3.1. Deutsche
Bank hereby declares that there is no conflict of interest which reduces
its
independence as required to draw up the Valuation Report.
6.3.2. Deutsche
Bank will receive US$ 3,000,000.00 net of taxes as remuneration for
drawing up the Valuation Report.
7. INFORMATION
REGARDING RIPI
7.1. Headquarters
and Business Purpose. RIPI's headquarters is located at Rua Engenheiro
Heitor Amaro Barcellos, 551, in the City of Rio Grande, State of Rio Grande
do
Sul, and its purpose comprises, (i) the industrial and commercial exploration
of
the oil refinery in the City of Rio Grande, fuel storage deposits and subsidiary
industries; (ii) importing, exporting and sale of refined oil products, raw
materials required by the industry; and (iii) exploration of the chemical
products industry in general, except pharmaceutical products.
7.2. Composition
of Shareholdings. On April 23, 2007, the RIPI shareholdings were as
follows:
|
Shareholder
|
Common
Shares
|
%
|
Preferred
Shares
|
%
|
Total
|
%
|
|
Offerer
|
6,607,978
|
66.2
|
2,277,269
|
11.6
|
8,885,247
|
30.0
|
|
Persons
Linked to the Offerer
|
0
|
0.0
|
0
|
0.0
|
0
|
0.0
|
|
Management
|
4
|
Less
than 0.1
|
3
|
Less
than 0.1
|
7
|
Less
than 0.1
|
|
Treasury
Shares
|
0
|
0.0
|
0
|
0.0
|
0
|
0.0
|
|
Free
Float
|
3,374,422
|
33.8
|
17,340,324
|
88.4
|
20,714,746
|
70.0
|
|
Total
|
9,982,404
|
100.0
|
19,617,596
|
100.0
|
29,600,000
|
100.0
|
7.3. RIPI
Selected Financial Indicators. RIPI selected financial indicators are stated
in the following table, based on consolidated financial statements:
|
|
31.12.2005
|
31.12.2006
|
30.06.2007
|
|
Capital
Stock Realized (R$ thousand)
|
180,000
|
365,000
|
475,000
|
|
Net
Equity (R$ thousand)
|
431,176
|
577,300
|
710,212
|
|
Net
Revenue (R$ thousand)
|
291,809
|
432,135
|
420,809
|
|
Operating
Profits (R$ thousand)
|
151,988
|
166,213
|
132,529
|
|
Net
Profits (R$ thousand)
|
137,312
|
164,013
|
132,912
|
|
Total
Liabilities (R$ thousand)*
|
162,550
|
223,083
|
215,101
|
Item
2
Exhibit
I– Draft Public Offer Instrument
|
Current
Liabilities (R$ thousand)
|
88,307
|
161,037
|
152,149
|
|
Long
Term Liabilities (R$ thousand)
|
74,243
|
62,046
|
62,952
|
|
Number
of Share excluding Treasury Share (thousand)
|
14,800
|
29,600
|
29,600
|
|
Earnings
per Share (R$)
|
9.28
|
5.54
|
4.49
|
|
Book
Value per 1,000 shares (R$)
|
29.13
|
19.50
|
23.99
|
|
Total
Liabilities / Net Equity (%)
|
38%
|
39%
|
30%
|
|
Net
Profits / Net Equity (%)
|
32%
|
28%
|
19%
|
|
Net
Profits / Net Revenues (%)
|
47%
|
38%
|
32%
|
|
Net
Profits / Book Capital Stock (%)
|
76%
|
45%
|
28%
|
*
Refers
to the sum of Current Liabilities, Long Term Liabilities and Non-Controlling
Shareholder Stakes and does not, therefore, consider Net Equity.
7.3.1. Annual
and periodic RIPI financial statements are available at
www.ipiranga.com.br and www.cvm.gov.br.
7.4. Historic
Share Trading Information. The following tables indicate the trading
volumes, quantities and average prices involved in spot market trades on
BOVESPA
for the Shares (RIPI3) and the preferred shares (RIPI4) issued by RIPI in
the
last twelve (12) months.
7.4.1. Common
Shares
|
Month
|
Total
Volume
Traded
(R$)
|
Number
of Common
Shares
Traded
|
Weighted
Average
Price
(in
R$) of
Common
Shares
|
|
July
2007
|
4,980,519
|
48,500
|
102.69
|
|
June
2007
|
5,307,200
|
52,200
|
101.67
|
|
May
2007
|
10,026,714
|
99,700
|
100.57
|
|
April
2007
|
17,155,834
|
174,800
|
98.15
|
|
March
2007
|
57,223,406
|
697,300
|
82.06
|
|
February
2007
|
7,020,126
|
140,700
|
49.89
|
|
January
2007
|
4,183,714
|
95,700
|
43.72
|
|
December
2006
|
3,981,381
|
93,700
|
42,49
|
|
November
2006
|
5,761,127
|
139,700
|
41.24
|
|
October
2006
|
3,800,917
|
95,800
|
39.68
|
|
September
2006
|
2,142,523
|
55,800
|
38.40
|
|
August
2006
|
6,240,697
|
166,600
|
37.46
|
Item
2
Exhibit
I– Draft Public Offer Instrument
7.4.2. Preferred
Shares
|
Month
|
Total
Volume
Traded
(R$)
|
Number
of Preferred
Shares
Traded
|
Weighted
Average
Price
(in
R$) of
Preferred
Shares
|
|
July
2007
|
31,705,915
|
660,800
|
47.98
|
|
June
2007
|
70,905,593
|
1,526,000
|
46.47
|
|
May
2007
|
59,458,279
|
1,297,600
|
45.82
|
|
April
2007
|
138,304,666
|
2,970,800
|
46.55
|
|
March
2007
|
53,359,641
|
1,236,000
|
43.17
|
|
February
2007
|
15,058,610
|
371,400
|
40.55
|
|
January
2007
|
21,220,955
|
568,400
|
37.33
|
|
December
2006
|
10,764,171
|
289,000
|
37.25
|
|
November
2006
|
13,019,251
|
352,800
|
36.90
|
|
October
2006
|
15,642,217
|
437,300
|
35.77
|
|
September
2006
|
13,719,488
|
415,000
|
33.06
|
|
August
2006
|
15,525,493
|
497,400
|
31.21
|
8. INFORMATION
REGARDING THE OFFERER
8.1. Headquarter
and Business Purpose. The Offerer's headquarter is located at Avenida
Brigadeiro Luiz Antônio, 1343, 9º andar, in the City of São Paulo, State of São
Paulo, and the Offerer's purpose is the investment of equity capital in
commerce, industry, agriculture and service companies, via subscription to
or
purchase of company shares or units.
8.2. Sector
and Activities. Prior to acquiring the South Distribution Assets, Ultrapar
was active in the Liquefied Petroleum Gas (“LPG") distribution sector via
Ultragaz Participações Ltda. (“Ultragaz”), in the chemicals
production via Oxiteno S.A. Indústria e Comércio (“Oxiteno”), and in the
integrated logistics solutions for special bulk cargo, via Ultracargo Operações
Logísticas e Participações Ltda. (“Ultracargo”). Highlights in its
operating areas: with Ultragaz, it is the leading Brazilian LPG distributor,
with 24% market share (Source: Sindigás); with Oxiteno, it is the largest South
American manufacturer of ethylene oxide and its main derivatives as well
as the
largest producer of chemical specialties in Brazil; and with Ultracargo it
is
one of the biggest logistics solution providers for special bulk cargo in
Brazil.
8.3. Information
on the Offerer’s Controlling Company. Ultrapar is controlled by Ultra S.A.
Participações, which holds 66% of the voting capital and 40% of Ultrapar’s total
capital stock.
9. SUPERVENING
LIABILITY
9.1. Additional
Liability. The Offerer hereby agrees to pay the owners of the Shares
accepting the Offer any additional amount, if any, between: (i) the price
paid
to the shareholders for the sale of their Shares, restated by the TR (based
on
365 days per year) on a pro-rated basis from the Auction Date up to the date
on
Item
2
Exhibit
I– Draft Public Offer Instrument
which
payment of such amounts is due (restated according to the alterations in
the
number of shares resulting from splits, groupings or conversions) and (ii)
the
Share price that would be due, or may be due, in the event of the following
circumstances within a period of one (01) year from the Auction Date, (a)
a fact
that requires or shall require a mandatory public offering to acquire the
Shares
or (b) a corporate event that would entitle Shareholders accepting the Offer
to
withdraw from the company upon payment of a price per share, if they still
were
RIPI shareholders on the date of such a corporate event, and disagreed with
the
deliberation approving the implementation of any corporate event that would
allow said right to be enforced.
9.1.1. RIPI
Share Incorporation. According to the relevant fact disclosed on March 19,
2007, the Offerer intends to incorporate RIPI shares once the Offer has been
concluded. Pursuant to article 252, paragraph 2 of Brazilian Corporation
Law,
the owners of common and preferred shares issued by RIPI disagreeing with
this
share incorporation shall be entitled to withdraw from the company, upon
receiving a price per share that shall be defined within the scope of article
264, of Brazilian Corporate Law. Shareholders accepting this Offer shall
be
entitled to receive the difference, if any, between the Offer Price (restated
as
set forth in item 1.5) and the share price resulting from exercising the
right
to withdraw from the company. Thus, the Offerer does not foresee paragraph
1,
article 10 of CVM Instruction 361/02 being applicable, since the price per
share
resulting from enforcement of the right to withdraw from the company has
not yet
been disclosed.
10. ADDITIONAL
INFORMATION
10.1. Updating
the Publicly traded Company Registration. The Offerer hereby declares that
to the best of its knowledge and having requested the appropriate confirmation,
RIPI registration as a publicly traded company has been maintained up to
date
pursuant to article 21 of Law No. 6385/76;
10.2. Offerer
Representation. The Offerer hereby represents that it is responsible for the
truthfullness, quality and quantity of information submitted to the CVM and
the
market, and for any harm caused to RIPI, its shareholders and third parties,
by
gross negligence or willful misconduct, resulting from false, inaccurate
information or information that has been omitted.
10.3. Intermediary
Institution Representation. The Intermediary Institution hereby represents
that it has taken every precaution and acted diligently to ensure that the
information submitted by the Offerer is true, consistent, accurate and
sufficient, undertaking liability for any omission in its duty, and that
it has
verified the quantity and quality of the information supplied to the market
during the entire Offer procedure, required for shareholders to take decisions,
including occasional and seasonal RIPI information, as well as those contained
herein and in the Valuation Report.
10.4. Duties
of the Financial Advisor. In conjunction with the Intermediary Institution,
the Financial Advisor shall help the Offerer in all phases of the Offer,
including, but not limited to, issues regarding (i) oversight and control
of
Offer development, (ii) responses to any questions eventualy raised by RIPI
shareholders and (iii) the receipt and processing of shareholder accreditation
requests from shareholders
Item
2
Exhibit
I– Draft Public Offer Instrument
wishing
to
take part in the Auction. Regardless of this Financial Advisor’s duty, the
Intermediary Institution shall not exempt itself from any of its legal and
regulatory duties in relation to the Offer and its settlement.
10.5. Shares
held by the Intermediary Institution, the Financial Advisor and affiliated
companies. The Intermediary Institution, the Financial Advisor, its
controlling company and the entities related thereto pursuant to article
3, item
VI of CVM Instruction 361/02 represent that they do not hold or manage Common
and/or Preferred Shares issued by RIPI.
10.6. No
Undisclosed Relevant Facts or Circumstances. The Intermediary Institution,
the Financial Advisor for the Offer and the Offerer hereby declare that they
have no knowledge of the existence of any relevant facts or circumstances
not
disclosed to the public which may have a relevant bearing on RIPI income
or RIPI
Share prices on the market.
10.7. Access
to the Valuation Report, the Offer Notice, the Justified Statement of the
Purchase Price Calculation Format and List of Shareholders. The Valuation
Report, this Notice and the List of RIPI Shareholders are available to all
interested parties (the last document issued only upon identification of
the
recipient and issuance of a receipt signed by the recipient) at the following
addresses. The Valuation Report and this Notice may also be found at the
addresses listed below:
REFINARIA
DE PETRÓLEO IPIRANGA S.A.
Rua
Engenheiro Heitor Amaro Barcellos, 551 - Rio Grande, Rio Grande do
Sul
www.ipiranga.com.br
ULTRAPAR
PARTICIPAÇÕES S.A.
Avenida
Brigadeiro Luiz Antônio, 1343, 9º andar - São Paulo, São Paulo
www.ultra.com.br
INTERMEDIARY
INSTITUTION
BRADESCO
S.A. CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS
Avenida
Paulista, 1450, 7º andar, City of São Paulo, State of São Paulo
www.shopinvest.com.br
OFFER
FINANCIAL ADVISOR
BANCO
BRADESCO BBI S.A.
Avenida
Paulista, 1450, 8º andar, City of São Paulo, State of São Paulo
www.shopinvest.com.br/ofertaspublicas
BRAZILIAN
SECURITIES AND EXCHANGE COMMISSION
Rua
Cincinato Braga, 340, 2º andar, Centro - São Paulo, São Paulo
Rua
Sete
de Setembro, 111, 2º andar, “Centro de Consultas” - Rio de Janeiro, Rio de
Janeiro
www.cvm.gov.br
Item
2
Exhibit
I– Draft Public Offer Instrument
SAO
PAULO STOCK EXCHANGE - BOVESPA
Rua
XV de
Novembro, 275 - São Paulo, São Paulo
www.bovespa.com.br
10.8. CVM
registration. The offer was filed with the CVM in advance for analysis and
was registered on September 14, 2007 with number CVM/SRE/OPA/ALI/2007/005.
On
September 17, 2007, BOVESPA authorized the Auction to be held on its trading
system.
GRANTING
OF THE REQUEST TO REGISTER THIS OFFER DOES NOT IMPLY THAT CVM GUARANTEES
THE
TRUTHFULLNESS OF THE INFORMATION PROVIDED NOR DOES IT REPRESENT A JUDGMENT
REGARDING THE QUALITY OF THE COMPANY ISSUING THE OFFER OR THE PRICE OFFERED
FOR
THE SHARES INVOLVED.
ANBID
This
public offer/program was prepared in accordance with the Brazilian Association
of Investment Banks – ANBID Self-Regulation Code for Public Offerings of
Securities Distribution and Acquisition registered under No. 4890254 with
the
4th Registry
of
Deeds and Documents of the Judicial District of São Paulo, State of São Paulo.
This public offer/program therefore complies with the minimum standards of
information contained in the code and ANBID is in no way liable for the
information provided, the quality of the issuer and/or offerer, participating
institutions and the securities that are the involved in the public
offer/program”.
ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly
Listed Company
CNPJ
nº
33.256.439/0001-
39 NIRE
35.300.109.724
MINUTES
OF A
MEETING OF THE BOARD OF DIRECTORS (08/2007)
Date,
Time
and Location:
September
18, 2007,
at 2:30 p.m. at the company headquarters located at Av. Brigadeiro Luiz
Antônio,
nº 1343 – 9th
floor, in the City and State of São Paulo.
Presence:
Members
of the Board
of Directors, duly signed.
Deliberated
matters:
The
members of the
Board of Directors discussed relevant strategic projects for the expansion
of
the company.
Once
there was no
further matters to discuss, the meeting was closed and the minutes of this
meeting were transcript, read and approved by all the undersigned Board
Members
present.
| Paulo
Guilherme Aguiar Cunha |
Lucio
de Castro Andrade Filho |
| Chairman |
Vice
Chairman |
Ana
Maria
Levy Villela Igel – Board Member
Paulo
Vieira
Belotti – Board Member
Renato
Ochman – Board Member
Olavo
Egydio
Monteiro de Carvalho– Board Member
Nildemar
Secches – Board Member
Item 4
This
notice is neither an offer to purchase nor a solicitation of an offer
to sell
common shares of Refinaria de Petróleo Ipiranga S.A. or Distribuidora de
Produtos de Petróleo Ipiranga S.A.The Offers (as defined below) are
made solely by the Public Offer Notices (as defined below) being published
in
Brazil on September 20, 2007. The Offers are not being extended to, nor
will
tenders be accepted from or on behalf of, holders of shares of capital
stock of
any company in any jurisdiction in which the extending or acceptance
of the
Offers would not be in compliance with the laws of that jurisdiction.
In any
jurisdictions where the laws require that the Offers be made by a licensed
broker or dealer, the Offers shall be deemed to be made on behalf of
the Company
by Bradesco S.A. Corretora de Títulos e Valores Mobiliários, the Dealer Manager
for the Offers, or one or more registered brokers or dealers licensed
under the
laws of that jurisdiction.
Notice
of
Offers to Purchase for Cash All Outstanding
Shares
of
Common Stock
of
REFINARIA
DE PETRÓLEO IPIRANGA S.A.
and
DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A.
by
ULTRAPAR
PARTICIPAÇÕES S.A.
Ultrapar
Participações S.A. (“Ultrapar”), a publicly traded company organized under the
laws of the Federative Republic of Brazil, is offering to purchase for
cash (the
“Offers”) all of the outstanding shares of common stock (the “Shares”) of
Refinaria de Petróleo Ipiranga S.A. (“RIPI”) and Distribuidora de Produtos de
Petróleo Ipiranga S.A. (“DPPI”), two publicly traded companies organized under
the laws of the Federative Republic of Brazil, at the prices of R$106.28147
and
R$112.06937 per share (each, an “Offer Price” and together, the “Offer Prices”),
respectively, under the terms and subject to the conditions set forth
in the
public offer notice for the acquisition of common shares issued by RIPI
and DPPI
for and on behalf of Ultrapar Participações S.A. that are being published in
Brazil on September 20, 2007 (together, with any amendments or
supplements thereto, the “Public Offer Notices”).
The
Offers
are open to all holders of common shares of RIPI and DPPI and will remain
open
for a period of 32 days from September 20, 2007. The Offers will be
conducted via auctions (the “Auctions”) on October 22, 2007 (the “Auction
Date”), at 1:00 P.M. and 1:15 P.M. (São Paulo local time) for RIPI and DPPI,
respectively, via MEGABOLSA, the trading system of the São Paulo Stock Exchange
(the “BOVESPA”). The Offer period shall not be extended beyond the
Auction Date. The Auctions are not subject to any requirement for
minimum acceptance levels and Ultrapar must purchase all Shares offered
during
the Auction. Holders of validly tendered Shares will receive their
respective Offer Price in cash, in reais, on the financial settlement
date for the Auctions, which shall be three business days following the
Auction
Date, expected to be October 25, 2007.
|
THE
OFFERS WILL EXPIRE AT 12:00 P.M. and 12:15 P.M., NEW YORK CITY
TIME (1:00
P.M. and 1:15 P.M., SÃO PAULO LOCAL TIME) ON
OCTOBER 22, 2007, FOR SHAREHOLDERS OF RIPI AND DPPI,
RESPECTIVELY.
|
By
12:00
P.M. (São Paulo local time) on the Auction Date, the brokers and representatives
of the shareholders that wish to sell Shares in the Offers must register
the
Shares they hold, which will be sold during the Auctions on the MEGABOLSA
under
the ticker symbols “RIPI3L” and “DPPI3L”, respectively. Offer,
acceptance and the subsequent firm offer to sell the Shares will be irrevocable
and irreversible as of the commencement of the Auctions, to the extent
that an
offer and acceptance creates an obligation on the part of the shareholder
to
dispose of his or her Shares and provided that acceptance was duly and
validly
given in accordance with the Public Offer Notices.
Any
third
party is entitled to make a competing offer to acquire all or part of
the
Shares, subject however, to the following: (i) competing offers must
be
registered with the Comissão de Valores Mobiliários (the “CVM”), pursuant to CVM
instruction 361/02 and (ii) the value of the first competing offer must
be at
least 5% greater than the last price offered by Ultrapar. All
brokerage costs and commissions relating to the disposal of the Shares
shall be
borne by the respective selling shareholder. All brokerage costs and
commissions
relating to the purchase of the Shares shall be borne by
Ultrapar. Bradesco S.A. Corretora de Títulos e Valores Mobiliários
(the “Dealer Manager”) will be Ultrapar’s representative during the
Auctions.
RIPI
or
DPPI shareholders that wish to take part in the Auctions must register
with the
Dealer Manager or any other brokerage company authorized to trade on
the BOVESPA
(each individually referred to as a “Broker” and, collectively, as the
“Brokers”) between the date that the Public Offer Notices are published and 5:00
P.M. on October 19, 2007, the business day immediately preceding the
Auction
Date (the “Registration Period”). Participation in the Auctions must comply with
the requirements established by the BOVESPA and Companhia Brasileira
de
Liquidação
e
Custódia (the “CBLC”), the securities clearing house for the BOVESPA, as well as
with the requirements set forth in the Public Offer Notices. To
register with a
Broker,
shareholders must present the Broker with certified copies of the identifying
documents set forth in the Public Offer Notices.
In
the
event that RIPI or DPPI shareholders accept the Offers but are within
one year
subjected to a mandatory public offering for their Shares, or to a corporate
event from which they validly dissent, Ultrapar has agreed in the Public
Offer
Notices to pay such holders an additional amount equal to the difference
of the
price paid to such holders in the Offers (inflation adjusted from the
Auction
Date to the date of the additional payment) and the share price to be
paid in
respect of such offering or event. Further, because of the structure
by which
Ultrapar will acquire RIPI and DPPI’s Shares, Brazilian Corporate Law entitles
holders of RIPI and DPPI’s common and preferred shares to withdraw from their
shareholdings and to receive a price per share equal to the difference,
if any,
between the Offer Price (adjusted as described above) and the share price
resulting from exercising the withdrawal right.
Pursuant
to the terms of the Dealer Manager Agreement executed by the Dealer Manager
and
Ultrapar and to CVM Instruction 361/02, the Dealer Manager will guarantee
financial settlement of the Offers.
The
Offers
are being conducted as part of a multi-stage acquisition and restructuring
(the
“Transaction”) of the Ipiranga Group, a large Brazilian fuel distributor,
petrochemicals producer and oil refinery, of which RIPI, DPPI and Companhia
Brasileira de Petróleo Ipiranga (“CBPI”) form the substantial part, by Ultrapar,
Petróleo Brasileiro S.A. (“Petrobras”) and Braskem S.A.
(“Braskem”). Pursuant to several Transaction agreements, the Ipiranga
Group’s businesses will be split up and managed by Petrobras, Braskem and
Ultrapar. The Transaction consists of five stages: (i) Ultrapar’s
acquisition of shares of RIPI, DPPI and CBPI from controlling shareholders
of
the Ipiranga Group; (ii) mandatory tender offers, of which the Offers
form the
substantial part, for the common shares of RIPI, DPPI, CBPI and IPQ;
(iii) a
public offering to delist Copesul’s shares from the BOVESPA; (iv) exchange
offers of Ultrapar’s preferred shares for the remaining outstanding common and
preferred shares of RIPI, DPPI and CBPI; and (v) the split-up of the
Ipiranga
Group’s Assets among Ultrapar, Braskem and Petrobras.
On
April
4, 2007, in accordance with CVM Instruction 361/02, Deutsche Bank Securities
Inc. (“Deutsche Bank”) issued a valuation report (the “Valuation Report”), with
respect to RIPI, DPPI, CBPI and Ultrapar. The Valuation Report
recommended book equity values per share as of December 31, 2006 for
RIPI and
DPPI of R$19.50 and R$25.13, respectively; weighted average prices per
share for
RIPI and DPPI of (i) R$45.81 and R$41.69, for the period from March 15,
2006 to
March 16, 2007 and (ii) R$97.09 and R$101.06, for the period from March
19, 2007
(the date that the Transaction was first publicly announced) to April
4, 2007
(the date of the Valuation Report) for RIPI and DPPI, respectively; and,
under
the discounted cash flow method, price per share ranges of R$51.63 to
R$57.06
and R$41.11 to R$45.44 for RIPI and DPPI, respectively. Deutsche Bank
and its affiliates do not hold shares issued by RIPI, DPPI or
Ultrapar. Deutsche Bank disclaims any conflict of interest that would
decrease its independence as required to impartially produce the Valuation
Report. Deutsche Bank will receive US$3,000,000.00 net of taxes for
delivering the Valuation Report.
The
Offers
were previously filed with the CVM for its review and approval and on
September
14, 2007 were registered under the numbers, CVM/SRE/OPA/ALI/2007/004
and
CVM/SRE/OPA/ALI/2007/005 for RIPI and DPPI, respectively. On
September 17, 2007, the BOVESPA authorized the Auctions to be held on
its
trading system.
In
conjunction with the Dealer Manager, Banco Bradesco BBI S.A. (the “Financial
Advisor”) will help Ultrapar through all phases of the Offers to (i) oversee
and
control the progress of the Offers, (ii) respond to any questions raised
by RIPI
or DPPI shareholders and (iii) receive and process certification requests
from
shareholders that wish to participate in the Auction.
Annual
and
periodic financial statements and operating information regarding RIPI,
DPPI and
Ultrapar are available at each company’s respective website, listed below, as
well as at www.cvm.gov.br, and,
in
the case of Ultrapar, at www.sec.gov. Additional
information regarding the Transaction, such as the Transaction agreements,
the
Valuation Report and the Public Offer Notices, are available at www.ultra.com.br, www.cvm.gov.br
and www.sec.gov.
The
Public Offer Notices contain important information and should be read
in their
entireties before making any decision with respect to the
Offers.
Questions
or requests for assistance or copies of the Public Offer Notices may
be directed
to Ultrapar at its address and telephone number below. Holders of
RIPI or DPPI common shares may also contact their brokers, dealers, commercial
banks, trust companies or other nominees for assistance concerning the
Offers.
REFINARIA
DE PETRÓLEO IPIRANGA
S.A.
Rua
Engenheiro Heitor Amaro Barcellos, 551 - Rio Grande, Rio Grande do
Sul
www.ipiranga.com.br
DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A.
Avenida
Dolores Alcaraz Caldas, 90 - Porto Alegre, Rio Grande do Sul
www.ipiranga.com.br
ULTRAPAR
PARTICIPAÇÕES S.A.
Avenida
Brigadeiro Luiz Antônio, 1343, 9º andar - São Paulo, São Paulo
Telephone: 55-11-3177-7014
www.ultra.com.br
The
Dealer Manager for the Offers is:
BRADESCO
S.A. CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS
Avenida
Paulista, 1450, 7º andar - São Paulo, São Paulo
www.shopinvest.com.br
The
Financial Advisor for the Offers is:
BANCO
BRADESCO BBI S.A.
Avenida
Paulista, 1450, 8º andar - São Paulo, São Paulo
www.shopinvest.com.br
September
20, 2007
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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| Date:
September 20, 2007 |
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ULTRAPAR
HOLDINGS INC.
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By: |
/s/
André Covre |
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Name:
André Covre |
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Title:
Chief Financial
and Investor Relations
Officer
|
(Public
Offer Notice for the Acquisition of Common Shares issued by Distribuidora de
Produtos de Petróleo Ipiranga S.A./ Public Offer Notice for the Acquisition of
Common Shares issued by Refinaria de Petróleo Ipiranga S.A./ Minutes of a
Meeting of the Board of Directors (08/2007)/ Tombstone advertisement published
in the The New York Times on September 20, 2007.)