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VOTORANTIM
CELULOSE E PAPEL S.A.
A
Publicly-Held Company
CNPJ:
60.643.228/0001-21
NIRE:
35.300.022.807
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ARACRUZ
CELULOSE S.A.
A
Publicly-Held Company
CNPJ:
42.157.511/0001-61
NIRE:
32.300.025.897
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MATERIAL
FACT
Pursuant
to the provisions of article 157, paragraph 4, of Law nº 6,404/76 and of CVM
Instruction nº 358/2002, and in accordance with the company’s Notice to the
Market of September 16
th
and the
Material Information release published on September 22
nd
,
ARACRUZ CELULOSE S.A.
("
ARACRUZ
" or the “
company
”) and
VOTORANTIM CELULOSE E PAPEL
S.A.
(“VCP”), announce that, on this date, the management of
ARACRUZ
and representatives of
Empresas CMPC S.A.
(“
CMPC
”), based in
Santiago, Chile, signed a sales contract (the “Contract”) for the transfer of
ownership of the assets represented by the industrial installations, lands and
forests collectively known as the Guaíba Unit, located in the municipality of
Guaíba, in the state of Rio Grande do Sul. In general terms, these comprise: (i)
a pulp Mill with an annual production capacity of approximately 450,000 tons;
(ii) a paper plant, with an annual production capacity of around 60,000 tons;
(iii) land totalling an area of approximately 212,000 hectares (of which 32,000
hectares are leased, under partnerships); as well as (iv) licenses and
authorizations for a project to expand the pulp mill, raising its production
capacity to around 1.75 million tons a year.
The sale
price that has been agreed for the Guaíba Unit is US$ 1,430 million and the
payments are to be made in two installments, the first of which, for the sum of
US$ 1 (one) billion, is to be made upon the completion of the deal, set for
December 15, 2009; and the second, for the sum of US$ 430 million, to be made 45
(forty-five) days after the payment of the first, with a interest rate of 7.5%
p.a..
Despite
selling the Guaíba Unit, the company has retained assets worth about US$ 180
million, represented by industrial equipment that had been purchased for the
expansion of that unit and shall now be used in a future expansion project that
the company may undertake. The timing and sequence of any future expansion
projects will be subject to market conditions and the company’s commitment to
the exercising of discipline in the expansion of the pulp and paper industry
worldwide.
Simultaneously,
the company is restructuring its debt liabilities, in order to align the
maturity profile with its future cash generation. The combination of these two
events will reposition the company’s capital structure and debt profile, while
creating conditions for the resumption of growth through high yield projects and
the recovery of its investment grade rating.
Aracruz/São
Paulo, October 8, 2009.
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VOTORANTIM
CELULOSE E PAPEL S.A.
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ARACRUZ
CELULOSE S.A.
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Marcos
Grodetzky
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Marcos
Grodetzky
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Investor
Relations Officer
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Investor
Relations Officer
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Special
Note Regarding Forward-Looking Statements:
This
Relevant Fact contains certain forward-looking statements. Statements that are
not historical facts, including statements about our beliefs and expectations,
are forward-looking statements. The words “anticipates”, “believes”,
“estimates”, “expects”, “plans” and similar expressions, as they relate to
Aracruz and VCP, are intended to identify forward-looking statements. Such
statements reflect the current views of management and are subject to a number
of risks and uncertainties. The statements are based on many assumptions and
factors, including general economic and market conditions, industry conditions,
and operating factors. Any changes in such assumptions or factors could cause
actual results to differ materially from current expectations. Undue reliance
should not be placed on such statements. Forward-looking statements speak only
for the date they are made, and we undertake no obligation to publicly update
any of them in the light of new information or future events.