Votorantim, Arainvest Agree on Investment Terms
Sept. 15, 2008 - (Press Release) Votorantim Celulose e Papel S.A. (VCP), announces, that Votorantim Industrial S.A. (VID), the controlling
shareholder of VCP, and Arainvest Participações S.A. (Arainvest), entered into
an agreement to establish the obligations of the parties with respect to their
investments in VCP and Aracruz Celulose S.A. (Aracruz). This agreement
represents one more step in the Corporate Restructure of VCP and Aracruz.
Pursuant to the agreement, VID and Arainvest agreed to contribute all of each
of their stakes of VCP and Aracruz, respectively, in a recently formed holding
company (.Holding.), through which VID and Arainvest will maintain joint
control of both VCP and Aracruz.
The transfer to the Holding of each of VID.s and Arainvest.s stakes in VCP and
Aracruz is conditioned on the acquisition by VCP of approximately 28% of the
common stock of Aracruz owned by Arapar, on the terms agreed on and
disclosed on the material fact released on August 6, 2008. Arainvest agrees
with this acquisition and, in accordance with the terms and modified
conditions of the February 5, 2003 agreement between Arainvest and Arapar,
will renounce both its right of first refusal and its tag-along rights.
With the conclusion of the transactions referred to above, as is expected to
occur by October 6, 2008:
- the Holding will own 100% of the common stock of VCP, approximately 28%
of the common shares of Aracruz, and 14.8% of the preferred shares of
- VCP will own approximately 56% of the common stock of Aracruz;
- VID and Arainvest will each hold 50% of the voting stock of Holding and
57,23% and 42,77%, respectively, of Holding.s total capital, and will exercise
their voting rights as contemplated, among other matters, in a Shareholders.
- Arainvest will have paid approximately R$530 million to VID pursuant to
the terms agreed upon between them.
VID and Arainvest also confirm their intention to integrate the activities of
Aracruz and VCP. The terms of this integration will be submitted
for approvals pursuant to applicable law.