VCP and Suzano Acquire Control of Ripasa
SAO PAULO, Brazil, Nov. 10 /PRNewswire-FirstCall/ -- Votorantim Celulose e
Papel S.A. (NYSE:VCP) (Bovespa: VCPA4) (VCP), one of Latin America's largest
integrated producers of paper and pulp, announced today that it has signed an
agreement for the acquisition, by Suzano Bahia Sul Papel e Celulose S.A. ("Suzano") and VCP, of all of the common and preferred stock held directly and
indirectly by the controlling stockholders of Ripasa S.A. Celulose e Papel
("Ripasa").
The shares will be acquired as follows:
I. 111,417,366 common shares and 35,988,899 preferred shares of Ripasa,
representing 66.67% of the voting stock and 39.77% of the total stock,
will be acquired and paid for by March 31, 2005, and
II. 55,708,684 common shares and 17,450,639 preferred shares of Ripasa,
representing 33.33% of the voting stock and 19.74% of the total stock,
will be the subject of purchase options to be exercised within up to 6
years.
The total price agreed for the transaction described in item I above is the
equivalent to US$ 480 million in Reais. The total price agreed for the
transaction described in item II above is the equivalent to US$ 240 million in
Reais. As agreed by the parties, the total price to be paid in this transaction
will include the economic value of the common shares plus a premium for
control. The price to be paid for the preferred shares will be calculated by
their economic value, which will be determined by a third party.
The acquisition will give Suzano and VCP equal direct or indirect holdings in
the capital of Ripasa. The transaction will be submitted to the applicable
authorities, including the Brazilian antitrust authorities, in the periods
required. Suzano and VCP hereby announce that they will continue to operate as
competitors in the markets in which they operate, preserving the independence
of their operations.
To achieve the objectives described above and subject to satisfactory
conclusion of preliminary studies, a company restructuring may be implemented
as soon as possible, in order to enable the minority stockholders of Ripasa to
acquire shares of Suzano and VCP, respectively, based on the economic value of
their Ripasa shares. At the conclusion of this process, in order to increase
possible significant synergy gains for all the stockholders, VCP and Suzano
will: (i) delist Ripasa; (ii) transform Ripasa into a production unit; and
(iii) sell their respective shares of the products independently.
Through this transaction Suzano and VCP reaffirm their long-term commitment to
the paper and pulp industry, which generates significant funds for Brazil and
which is strategically important for the country. With this important step,
Suzano and VCP strengthen their positions to compete better in the market for
pulp and paper worldwide.
Jose Luciano Penido, VCP's Chief Executive Officer, declared: "This transaction
represents an important step for VCP's consolidation in the global pulp and
paper market. It also confirms our leading position in the domestic paper
market and as a low-cost pulp producer, with differentiated client services. We
are excited with this new opportunity that will add value for our
shareholders." "VCP consolidates its strategy of sustainable growth, confirming it is open to
opportunities for organic growth and also M&A, focusing on its 2020 plan,"
Penido adds.
VCP and Suzano will give further details on this project in this conference
call: Conference call access:
Slide / audio webcast via: http://www.vcp.com.br/ In English:
Thursday, Nov. 11, 2004 at 11 A.M. (NY time)
Access: (412) 858-4600
Password: 3878 In Portuguese:
Thursday, Nov. 11, 2004 at 2 P.M. (Brazil time)
Access: +55-11-4613-0501
Password: 3878 Votorantim Celulose e Papel S.A. -- VCP is one of Brazil's largest producers of
paper and pulp in terms of sales revenue and total assets, and one of the
leading Brazilian producers of printing and writing papers and specialty
papers. VCP is an integrated company and uses appropriate technology for each
process, which ensures greater efficiency in the production cycle. VCP sells
its products in Brazil and exports to more than 35 countries in five
continents.
Ripasa S.A. Celulose e Papel is listed on the Sao Paulo stock exchange
(Bovespa) under the Level I Corporate Governance standards and produces pulp,
printing and writing papers, specialty papers, paperboard and cardboards. In
2003, its net revenue was R$ 1.2 billion, and its consolidated unit sales
volume was 522 thousand tons. In the first nine months of 2004, its net revenue
was R$ 1.0 billion and its unit sales were 459 thousand tons. Ripasa has four
plants in the State of Sao Paulo, and 86.4 thousand hectares of forests and
2,822 employees. DATASOURCE: Votorantim Celulose e Papel S/A CONTACT: Valdir Roque, Finance and Investor Relations Director, or Alfredo F. Villares, Investor Relations Manager, or Andrea Kannebley, or Natasha Nakagawa, +011-3269-4168, or 4261, or 4287, or fax, +011-3269-4066, or , all of Votorantim Celulose e Papel S.A.
Web site: http://www.vcp.com.br/
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