RIO DE JANEIRO, BRAZIL (BOVESPA: MMXM3) (TSX: XMM), in
accordance with article 157 of Brazilian Law No. 6.404/76 and CVM
Instruction No. 358/02, both as amended, as well as complementing
the information disclosed in the Public Notice to the Market
published on January 17, 2008 ("First Notice to Investors"), hereby
informs to the shareholders and the markets the following:
Mr. Eike Batista, controlling shareholder of MMX, certain
members of the management of MMX and Anglo American Participa��es
em Minera��o Ltda. ("Anglo American Brazil"), a wholly owned
subsidiary of Anglo American plc ("Anglo American"), entered into a
Share Purchase and Sale Agreement ("Agreement") on this date,
whereby Anglo American Brazil agreed to purchase, and Mr. Eike
Batista and certain members of management of MMX agreed to sell,
common shares representing approximately 63.47% of the share
capital of IronX Minera��o S.A. ("IronX").
IronX is a corporation currently in the process of obtaining its
publicly held company registration before the Brazilian Securities
Commission (the Comiss�o de Valores Mobili�rios or the "CVM"), and,
after the conclusion of a corporate reorganization of MMX
("Reorganization"), IronX will be the owner of 51% of the share
capital of MMX Minas-Rio Minera��o S.A. ("MMX Minas-Rio") and 70%
of MMX Amap� Minera��o Ltda. Anglo American currently owns,
indirectly, 49% of MMX Minas-Rio, as well as 49% of LLX Minas-Rio
Log�stica Comercial Exportadora S.A., and the remaining 51% of the
share capital of LLX Minas-Rio Log�stica Comercial Exportadora S.A.
will continue to be held by LLX Log�stica S.A. ("LLX"). The
Reorganization will also involve the transfer to IronX of 100% (one
hundred per cent) of the stock capital of MMX Met�licos Amap� Ltda.
and Bay Service Servi�os Portu�rios Ltda.
I - Reorganization of MMX
A Reorganization of MMX will be carried out in preparation for
the acquisition of IronX ("Acquisition"). Such Reorganization will
be submitted to the approval of its shareholders and duly disclosed
to the market in additional detail, in accordance with CVM
Instruction 319/99. If approved, the Reorganization will involve
the spin-off of MMX with the transfer of portions of its assets and
liabilities to IronX and LLX. IronX has already filed with the S�o
Paulo Stock Exchange (Bolsa de Valores de S�o Paulo - BVSP or
"Bovespa") a request for listing in the Novo Mercado segment, and
LLX will also join the Novo Mercado segment in due time, as a
consequence of the Reorganization.
As a result of the Reorganization, the shares of MMX in IronX
and LLX will be distributed directly to the shareholders of MMX, in
the same proportion of their equity interests in the share capital
of MMX. Consequently, as a result of the Reorganization the
shareholders of MMX will own shares in each of the three companies,
receiving one new share issued by IronX and LLX for each share
issued by MMX held by them.
The shareholders of MMX who disagree with the Reorganization may
exercise their withdrawal rights and will be entitled to the
reimbursement of the book value of the shares effectively owned
until the close of trading of Bovespa on the business day
immediately preceding the earlier date between (i) the date of
publication of the Notice to Investors regarding the
Reorganization, or (ii) the date of publication of the call notice
of the general shareholders' meeting of MMX to approve the
Reorganization. Shares purchased from such date onwards, will not
confer withdrawal rights to their holders. The reimbursement amount
will be the value of the shares of MMX, based on the shareholders'
equity of MMX, as informed in its most recent financial statements,
approved in the general shareholders' meeting, which corresponds
to: (i) R$119.98 per share, based on the current number of shares
of MMX; or (ii) R$5.95 per share, if the proposal to split each
share of MMX into 20 shares is approved in the extraordinary
general meeting of the Company to take place on April 7th,
2008.
II - Acquisition
The total purchase price will be the amount in reais equivalent
to US$5,518,547,123.63 for all of the issued and outstanding shares
of IronX, including the shares owned by Mr. Eike Batista and the
shares issued pursuant to the stock option plan of MMX, as well as
the shares owned by other selling shareholders in accordance with
the terms of the Agreement. The purchase price above mentioned is
equivalent to (i) the equivalent in reais to US$361.12 per share,
based on the current number of shares of MMX, after exercise of the
outstanding options granted by MMX; or (ii) the equivalent in reais
to US$18.056 per share, if the proposal for the stock split of
MMX's shares is approved in the general meeting to take place on
April 7th, 2008, and further assuming a ratio of 1 IronX share for
each MMX share outstanding on the date of the Reorganization, as
well as the issuance of 1,027,200 new IronX common shares after the
date of the Reorganization, in furtherance of management incentive
options. The purchase price will be paid in reais, on the closing
date of the Acquisition.
III - Mandatory Tag-Along Offer
Considering that the Acquisition will result in the transfer of
control of IronX, Anglo American Brazil or Anglo American will
launch a tender offer for the common shares held by the remaining
IronX shareholders, in accordance with the terms and conditions of
article 254-A of Brazilian Corporate Law, CVM Instruction No. 361
and item 8.1 of the Rules of the Novo Mercado issued by Bovespa
("Tag-Along Offer"), at the same price per share paid for the
controlling shares, i.e.: (i) the equivalent in reais to US$ 361.12
per common share, based on the current number of shares of MMX,
after exercise of the outstanding options granted by MMX; or (ii)
the equivalent in reais to US$18.056 per common share if the stock
split proposal of MMX is approved, and further assuming a ratio of
1 IronX share for each MMX share outstanding on the date of the
Reorganization, as well as the issuance of 1,027,200 new IronX
common shares after the date of the Reorganization, in furtherance
of management incentive options.
According to a formal communication filed by Anglo American
Brazil at the headquarters of the Company today, MMX hereby informs
the markets that Anglo American Brazil or Anglo American has the
intention to execute, concurrently to the Tag-Along Offer, a
delisting offer of IronX, as well as an offer to withdraw from Novo
Mercado segment. If the valuation made according to the laws and
regulations applicable to the delisting offer and the offer to
withdraw from the Novo Mercado determines an amount per share
higher than the price paid to the Controlling Shareholder, Anglo
American or Anglo American Brazil will decide whether to proceed
with the offer to de-list and to withdraw IronX from the Novo
Mercado, thus accepting to pay the higher price per share to
minority shareholders, or to withdraw from such offers, keeping the
tag-along offer only.
IV - Continuation of the MMX and LLX businesses as publicly-held
companies, listed on the Novo Mercado of Bovespa.
In accordance with the terms of the First notice to Investors,
and as long as Mr. Eike Batista remains the controlling shareholder
of MMX and LLX, MMX will remain his exclusive vehicle for mining
projects in general, and LLX will be the vehicle for ports and
logistic infrastructure projects. As part of the Reorganization,
MMX will:
(i) have the option to own a participation of 50% in the first
pelletization plant, with capacity of 7.5 million tons per year, to
be built in A�u Port; and
(ii) receive a payment equivalent to 2.415% of the EBITDA
(excluding Selling, General and Administrative Expenses but
including the Stay in Business Capital Expenditures, as defined in
the respective agreement) of MMX Minas-Rio, limited to US$ 50
million annually, and 3.276% of the EBITDA (duly adjusted as
defined in the respective agreement) of MMX Amap�, limited to US$
14 million annually.
These payments will be due between 2025 and 2049 for MMX
Minas-Rio and between 2023 and 2047 for MMX Amap�.
VI - Other conditions to which the transaction is subject
In addition to certain other conditions that are customary in
transactions of this nature, in order to carry out the
Reorganization, IronX, LLX and MMX must obtain the relevant
approvals from their shareholders in a shareholders' meeting,
called in accordance with the Law and the regulation issued by the
CVM. The Acquisition is subject to registration of the Tag-Along
Offer before CVM and to its completion by Anglo American
Brazil.
The process will be notified to the competent antitrust bodies,
while MMX, IronX and LLX will keep their shareholders and the
market timely and sufficiently informed of all the steps of the
transaction until conclusion.
Luiz Rodolfo Landim Machado
Executive President and Investor Relations Officer
MMX Minera��o e Met�licos S.A.
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