- Report of Foreign Issuer (6-K)
25 8월 2009 - 11:34PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report of
Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
Report on
Form 6-K dated For the month of August, 2009
VOTORANTIM
PULP and PAPER INC.
(Translation
of Registrant’s Name Into English)
Alameda
Santos, 1357 - 8° andar
01419-908,
São Paulo, SP, Brazil
(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 whether the registrant by furnishing the information contained in this
Form 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);82-________)
VOTORANTIM
CELULOSE E PAPEL S.A.
A
Publicly-Held Company
CNPJ:
60.643.228/0001-21
NIRE:
35.300.022.807
|
ARACRUZ
CELULOSE S.A.
A
Publicly-Held Company
CNPJ:
42.157.511/0001-61
NIRE:
32.300.025.897
|
MATERIAL
EVENT NOTICE
This
notice is not an offer to sell or an offer to buy securities in the United
States. Any transactions involving offers of securities referred to in this
notice cannot, and will not, be carried out by VCP, Aracruz or any of their
respective affiliates absent registration or an exemption from
registration. The stock swap merger is being conducted pursuant to
the Brazilian Corporation Law. It involves securities of Brazilian companies and
is subject to disclosure requirements that are different from those of the
United States. The stock swap merger is being conducted pursuant to
exemptions from registration provided under the U.S. Securities Act of 1933, as
amended. The new VCP common shares that will be distributed to Aracruz
shareholders in connection with the stock swap merger, if approved, have not yet
been registered with the Securities and Exchange Commission, or the SEC. If the
stock swap merger is approved, VCP intends to (1) register the new VCP
common shares with the SEC under the U.S. Securities Exchange Act of 1934, as
amended, and (2) submit a listing application to the New York Stock
Exchange for the new VCP ADSs that, in each case, will be distributed to holders
of Aracruz shares and ADSs, respectively, as a result of the stock swap
merger. Neither Aracruz nor VCP or any of their respective affiliates
is asking you to send them a proxy and you are requested not to send a proxy to
Aracruz, VCP or any of their respective affiliates.
After
having analyzed the considerations of the Superintendence of Company Relations
of the Brazilian Securities Commission (
Comissão de Valores
Mobiliários
, or “CVM”), which were reiterated on the CVM’s website,
managements of VOTORANTIM CELULOSE E PAPEL S.A. (“VCP”) and ARACRUZ CELULOSE
S.A. (“Aracruz”), pursuant to applicable laws, hereby inform the market that -
even though they are firm in their belief that they have complied with all the
legal and regulatory requirements to establish the relevant exchange ratio -
resolved to adopt the CVM’s recommendations in order to avoid further delays to
the stock swap merger of Aracruz with VCP and losses deriving therefrom to the
two companies and their many shareholders.
As a
result, upon the reopening on August 26, 2009 of the previously suspended
Extraordinary General Shareholders’ Meetings, a proposal will be made to the
shareholders of VCP and Aracruz to adopt a single stock swap merger ratio for
the exchange of the Aracruz common and preferred shares for VCP common
shares. Such stock swap merger ratio shall be 0.1347 VCP common share
for each and every Aracruz common or preferred share. By proceeding
on these terms and as acknowledged by the CVM, any alleged benefit of the type
referred by the CVM’s Superintendence of Company Relations shall be inapplicable
and, accordingly, the provisions of Article 136, paragraph 1, of the Brazilian
Corporation Law (Law no. 6,404/76) shall also be inapplicable.
São
Paulo, August 24, 2009.
Votorantim
Celulose e Papel S.A.
Paulo
Prignolato
Investor
Relations Officer
|
Aracruz
Celulose S.A.
Marcos
Grodetzky
Investor
Relations Officer
|
Votorantim Celulose (NYSE:VCP)
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