Material Fact - Corporate Restructuring of VBC ENERGIA S.A.
30 1월 2009 - 11:07PM
PR Newswire (US)
SAO PAULO, Brazil, Jan. 30 /PRNewswire-FirstCall/ -- In compliance
with Article 157, Paragraph 4 of Law n. 6.404/76 and the Securities
and Exchange Commission of Brazil - CVM Instruction n. 358/2002,
CPFL ENERGIA S.A. informs that, on this date, the following
Relevant Fact was received, which is reproduced below: "The
officers of VBC ENERGIA S.A., a corporation with head offices at
Avenida Engenheiro Luis Carlos Berrini, 1297/1307 - 14th floor,
suite 142, in the city of Sao Paulo ("VBC"), part of the
controlling group of CPFL Energia S.A. ("CPFL"), a corporation
listed in the Brazilian Stock Exchange - BM&F Bovespa's Novo
Mercado, hereby informs the market that, on this date, its indirect
controlling shareholders VOTORANTIM PARTICIPACOES S.A., a
corporation with head offices in the city of Sao Paulo, at Rua
Amauri, 255 - 10th floor, enrolled with the General Taxpayers'
Registry of the Ministry of Finance ("CNPJ/MF") under n.
61.082.582/0001-97 ("VPAR"), and CAMARGO CORREA S.A., a corporation
with head offices in the city of Sao Paulo, at Rua Funchal, 160,
enrolled with the CNPJ/MF under n. 01.098.905/0001-09 ("CCSA"),
entered into a Share Purchase Agreement for the acquisition, by
CCSA, directly and indirectly through CONSTRUCOES E COMERCIO
CAMARGO CORREA S.A. ("CCCC"), a corporation with head offices in
the city of Sao Paulo, at Rua Funchal, 160, enrolled with the
CNPJ/MF under n. 61.522.512/0001-02, of all the shares held by VPAR
in Atila Holdings S.A., holder of 1,815,927 common shares, 70,529
preferred shares class A and 1 preferred share class B,
representing 50% (fifty per cent) of the voting and total stock
capital of VBC, for a fixed amount of R$2,563,597,000.00 (two
billion, five hundred and sixty-three million, five hundred and
ninety-seven thousand Reais) and an estimated variable amount of
R$102,355,000.00 (one hundred and two million, three hundred and
fifty-five thousand Reais) ("Agreement"). By means of such
acquisition, to be concluded by February 20 and subject to the
implementation of the precedent conditions set forth in the
Agreement, CCSA, current indirect holder of shares representing 50%
(fifty per cent) of the voting and total stock capital of VBC, will
hold, indirectly, all the shares issued by VBC. This transaction
does not entail any transfer of control of VBC or CPFL for the
purposes of Article 254-A of Law n. 6.404/76. VBC is the holder of
common shares representing approximately 27.85% of the voting and
total stock capital of CPFL. This transaction does not change the
current number of shares subject to the Shareholders Agreement
entered into by the members of the controlling group of CPFL. The
transaction hereby described will be submitted to the Brazilian
Antitrust Defense System within the legal term and, when concluded,
will be duly communicated to the Brazilian Electricity Regulatory
Agency - ANEEL." Jose Antonio de Almeida Filippo Chief Financial
and Investors Relations Officer CONTACT: CPFL Energia S.A. Investor
Relations +011-55-19-3756-6083, DATASOURCE: CPFL Energia S.A.
CONTACT: Jose Antonio de Almeida Filippo, CPFL Energia S.A.
Investor Relations, +011-55-19-3756-6083,
Copyright