United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
For the month of
June 2020
Vale S.A.
Praia de Botafogo nº 186, 18º
andar, Botafogo
22250-145 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
(Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.)
(Check One) Form
20-F x 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))
(Check One) Yes
¨ No x
(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))
(Check
One) Yes ¨ No x
(Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)
(Check
One) Yes ¨ No x
(If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b). 82- ¨.)
Vale signs
definitive agreements with Inalum for the sale of a minority equity stake in PT Vale
Rio de Janeiro, June 19, 2020 - Vale SA
(“Vale”) informs that its subsidiary Vale Canada Limited (“VCL”) has signed, together with Sumitomo Metal
Mining Co., Ltd. ("SMM"), the definitive agreements (“Agreements”) for the sale of a 20% stake of PT Vale
Indonesia Tbk (“PT Vale”) to PT Indonesia Asahan Aluminium (Persero)1 ("Inalum”).
Transaction background
In October 2014, PT Vale signed the amendment
to its 1996 Contract of Work with the Government of the Republic of Indonesia, which is set to expire in December 2025. In order
for PT Vale to be entitled with the extension of its license to operate beyond 2025, certain requirements need to be fulfilled,
including the divestment of 20% of PT Vale shares to Indonesian participants.
Indonesia plays a major strategic role
within the global nickel industry. This transaction represents an important development in PT Vale’s long presence in Indonesia
and reinforces Vale’s commitment to keep investing in the region.
The transaction
Inalum is the Indonesian state-owned entity
for investments in the mining sector and its association with PT Vale significantly contributes to the continuous development and
operational expansion of its businesses in Indonesia.
The final terms and conditions were settled
in the Agreements and include, among others, (i) the secondary purchase of 20% of PT Vale shares by Inalum, and (ii) the maintenance
of financial and operational control of PT Vale by VCL, as well as the financial and production consolidation in its financial
statements.
After the closing of the transaction, Inalum
will have acquired 20% of PT Vale shares, being 14.9% from VCL and 5.1% from SMM. Vale and SMM will then have a stake of 44.3%2
and 15.0% in PT Vale, totalling a 59.3% participation.
For its stake, VCL will receive IDR 4,126
billion, approximately US$ 290 million3 in cash upon closing of the transaction, which is expected to happen by the
end of 2020, after the satisfaction of standard regulatory approvals.
Vale takes this opportunity to praise the
alliance with Inalum and SMM, reinforcing PT Vale’s long-standing commitment to the prosperity, sustainability and local
empowerment in Indonesia.
1 Recently renamed MIND ID.
2 The 44.3% stake Vale will have in PT Vale after
this transaction includes the participation through VCL (43.8%) and Vale Japan Limited (0.5%).
3 Considering IDR 14,234/USD and share price of
IDR 2,780/share.
Ever since the Covid-19
outbreak began, our highest priority is the health and safety of our employees. Our IR team adopted work-from-home, and as we continue
to face these new circumstances, we strongly recommend you prioritize e-mail and online engagement.
For further information,
please contact:
Vale.RI@vale.com
Ivan Fadel: ivan.fadel@vale.com
Andre Werner: andre.werner@vale.com
Mariana Rocha: mariana.rocha@vale.com
Samir Bassil: samir.bassil@vale.com
This press release may include
statements that present Vale’s expectations about future events or results. All statements, when based upon expectations
about the future, involve various risks and uncertainties. Vale cannot guarantee that such statements will prove correct. These
risks and uncertainties include factors related to the following: (a) the countries where we operate, especially Brazil and Canada;
(b) the global economy; (c) the capital markets; (d) the mining and metals prices and their dependence on global industrial production,
which is cyclical by nature; and (e) global competition in the markets in which Vale operates. To obtain further information on
factors that may lead to results different from those forecast by Vale, please consult the reports Vale files with the U.S. Securities
and Exchange Commission (SEC), the Brazilian Comissão de Valores Mobiliários (CVM) and in particular the factors
discussed under “Forward-Looking Statements” and “Risk Factors” in Vale’s annual report on Form 20-F.
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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Vale
S.A.
(Registrant)
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By:
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/s/
Ivan Fadel
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Date: June 19, 2020
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Director of Investor Relations
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