Statement Regarding Control of COPENE - Petroquimica do Nordeste and the Restructuring of the Brazilian Petrochemical Sector.Business Editors RIO DE JANEIRO Rio de Janeiro, city, Brazil Rio de Janeiro (rē`ō də zhänā`rō, Port. rē` thĭ zhənĕē`r , Brazil--(BUSINESS WIRE)--Aug. 8, 2001The following text was published by the Mariani Group and the Odebrecht Group, shareholders of COPENE COPENE Companhia Petroquímica do Nordeste SA (Portugese: Chemical Company Northeast) - Petroquimica do Nordeste S.A. (NYSE NYSE See: New York Stock Exchange : PNE PNE Pine (street suffix) PNE Preston North End (Soccer Club) PNe Planetary Nebulae PNE Pacific National Exhibition PNE Platform for Network Equipment (Wind River) ; BOVESPA See Bolsa de Valores de Sao Paulo. : CPNE CPNE Council of Pakistan Newspaper Editors CPNE Clinical Performance Nursing Exam 5), in respect of the change of control of the Company described therein and the restructuring of the Brazilian petrochemical sector. COPENE - Petroquimica do Nordeste neither expresses nor implies any opinion on, or endorsement of, any of the content thereof, and reports it pursuant to this Form 6-K for information purposes only. The Mariani Group and the Odebrecht Group, through Nova Camacari Participacoes S.A., were the winners in the auction of the assets of the so called "Ativos Economico S/A S/A System Administrator S/A Service/Agency S/A Special Agent S/A Spectrum Analyzer S/A Situational Awareness S/A Selective Availability (GPS satellite mode) S/A Services/Agencies S/A Sub-Assembly Empreendimentos" ("ESAE"), carried out in the city of Sao Paulo on July 25, 2001, becoming controllers of Norquisa which, in turn, controls COPENE. BACKGROUND In order to improve the value of the ESAE Assets, the Central Bank, as Liquidator of the Banco Economico, structured a process that contemplated the sale, together with the sale of the ESAE Assets, of a block of assets, including the participations of other companies in Norquisa, thus forming the so called "Grupo Protocolo" ("Protocol Group"). It then announced two auctions for the sale of the package of participations, in December 2000 and March of 2001, both frustrated. The Odebrecht and Mariani Groups, as large investors in the Northeastern Center (Camacari and Alagoas), had a greater interest that the difficulties that inhibited the development of COPENE be overcome, and for this reason decided to contribute decisively to a solution. With this aim, the Odebrecht and Mariani Groups presented a Purchase Proposal of the so called ESAE Assets to the Central Bank, which led the Central Bank to call a third auction, which was held successfully on July 25th. THE 3RD AUCTION The 3rd Auction had as its objective the sale of 100% of the ESAE Assets for the minimum price of R$785 million. The winner of the 3rd Auction, upon buying ESAE, obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. itself to respect the following rights of joint sale ("tag along tag along Verb to accompany someone, esp. when uninvited: I tagged along behind the gang Verb 1. ") of the remaining constituents of the Protocol Group and of the Conepar shareholders agreement:
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Assets % Total Capital
ESAE (1) 100.00
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Rights of Joint Sale (tag along)
Intercapital (1)(2) 100.00
Conepar shares (2) 11.76
Proppet 100.00
Copene shares 0.60
Norquisa shares 13.79
Norquisa shares 13.84
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(1) ESAE and Intercapital hold, respectively, 56.31% and 31.92% of
total Conepar capital.
(2) Minimum values calculated proportionately to the ESAE value.
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Owner Minimum Value (R$1,000)
Banco Economico 785,000
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Nova Odequi / Pronor / CBP 444,880
BNDESPAR 183,997
Nova Odequi / Nitrocarbono 23,535
Nova Odequi 8,127
Trikem 183,604
Pronor 184,138
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DESCRIPTION OF THE ASSETS ACQUIRED Declared winner of the 3rd Auction and having exercised the subsequent rights of joint sale, Nova Camacari became holder of all the common shares issued by Conepar - Companhia Nordeste de Participacoes, and of Proppet S.A. Conepar holds the control (66.67% of voting capital) of Polialden Pertoquimica S.A. and an important participation of 31% in the capital of Politeno S.A. Industria e Comercio, both second generation operational companies, producers of thermoplastic resins. Trikem exercised its right of joint sale against Odebrecht Quimica, by signing a contract option for the sale of 16.03% of the voting capital of Norquisa, which will be exercised within the 120 day contractual period. Within the context of the 3rd Auction, Odebrecht Quimica acquired 23.69% of the common shares of Norquisa, held indirectly by Polialden, for R$242 million - proportionate value resulting from the exercise of the joint sale of Trikem and Pronor - thus consolidating the control of Norquisa, with the Mariani Group. The participation of the two Groups in the Norquisa voting capital is now 55.78%. Norquisa holds 58.41% of the voting capital of COPENE. Still in the context of the 3rd Auction, Nova Camacari acquired, as a result of the exercise of the joint sale, 31.92% of Conepar capital, held indirectly by the Odebrecht and Mariani Groups, and 11.76% held by BNDESPAR BNDESPAR Bndes Participações (Brazil) , now holding 100% of Conepar capital. Furthermore, by the exercise of the joint right of sale held by companies controlled by the Odebrecht and Mariani Groups, Nova Camacari acquired 100% of the capital of Proppet. With prior authorization prior authorization, n See predetermination. prior authorization Health insurance A cost containment measure that provides full payment of health benefits only if the hospitalization or medical treatment has been of the Board of Administration, after the 3rd Auction, COPENE acquired Nova Camacari, assuming assets acquired in the context of the Auction - ESAE, Intercapital, direct participation of BNDESPAR in Conepar and Proppet - as well as respective loans, for the amount of R$1,417.5 million. The Development of the Petrochemical Sector The restructuring of the Northeastern Center, started with the success of the 3rd Auction, is a milestone for the development of national petrochemistry pet·ro·chem·is·try n. 1. The chemistry of petroleum and its derivatives. 2. The branch of geochemistry that deals with the chemical composition of rocks. , as it will permit: - The immediate resumption of the modernization and growth of the Northeastern Center; - The reduction of its operational and fiscal costs, with the elimination of one link in the productive chain through integration of an important segment of the second generation companies of the Northeastern Center into COPENE; - Open the way for new investments, such as the expansion of the installed capacity in the production of Polyethylenes, Polypropylene, Styrene, PVC, and PET; - As a result of gains in scale, accelerate investments in technology to assure full dominion of, and capacity to develop the technologies used; - Align the interests of all COPENE shareholders and of the second generation companies related to it, under a single results center. The outcome of the process that is now beginning should be an integrated company that will exert a leadership position in the thermoplastics market, not only in Brazil, but in all Latin America Latin America, the Spanish-speaking, Portuguese-speaking, and French-speaking countries (except Canada) of North America, South America, Central America, and the West Indies. . Only large companies, holders of technology and internationally competitive, will be able to survive in the global market and face the strong competition that acts within and outside our borders. Adding value to COPENE by the synergistic benefits and good corporative cor·po·ra·tive adj. 1. Of, relating to, or associated with a corporation. 2. Of or relating to a government or political system in which the principal economic functions, such as banking, industry, labor, and government, are management practices that they impart, Petrobras Quimica S.A. - Petroquisa, and the Petros and Previ Foundations, COPENE's principal minority shareholders, have signed with the Odebrecht and Mariani Groups, Memoranda of Understanding for the execution of a COPENE Shareholders Agreement. Consequently, COPENE will be a company of a scale that will guarantee its competitiveness and vocation of a truly open capital company, that will permit access to capital markets to finance its growth. The Odebrecht and Mariani Groups undertake the following commitments before the companies and institutions that participate in the restructuring process, their shareholders, and other capital market agents: - In order to assure the absence of conflicts of interests, the petrochemical assets of the Odebrecht and Mariani Groups will be opportunely integrated into COPENE, and the operations for such will be object of broad publicity. The elimination of potential conflicts of interests was the objective of understandings with Petroquisa and the Petros and Previ Foundations, and will be implemented as soon as possible. - All the assets belonging to the Odebrecht Groups (namely Odebrecht Quimica-OPP Quimica and their participations in Trikem and Copesul), the Mariani Group (Nitrocarbono), or third parties, to be integrated into COPENE, will be the object of independent appraisal by a first line investment bank. - The resulting company will be managed by modern corporate governance principles and its managers will make every effort to rank it, as soon as possible, in the Level 1 segment of companies, as defined in Resolution 2829 of the National Monetary Council (CMN CMN Common CMN Children's Miracle Network (since 1983; Salt Lake City, Utah) CMN Certificate of Medical Necessity CMN Canadian Museum of Nature CMN Community Mapping Network CMN Common Information ). - Going beyond the requirements of Resolution 2829 of the CMN for companies ranked in Level 2, the right of joint sale (tag along) of their respective participations, shall be assured to all COPENE shareholders of common and preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. , in the hypothesis of the sale of the controlling interest controlling interest The ownership of a quantity of outstanding corporate stock sufficient to control the actions of the firm. Controlling interest often involves ownership of significantly less than 51% of a firm's outstanding stock because many owners fail in COPENE. - The principles of "open books" (full disclosure), established in Resolution 2829, shall be practiced as of this moment. - Priority attention will be given to the entities that regulate capital markets and that protect free competition , such as CVM - Brazilian Securities Commission, CADE - Economic Defense Administrative Council Administrative Council (Polish: Rada Administracyjna) was a part of Council of State of the Congress Poland. Introduced by the Constitution of the Kingdom of Poland in 1815, it was composed of 5 ministers, special nominees of the King , and the Specialized Secretariats of the Ministries of the Economy and of Justice (SAE and SDE SDE - Software Development Environment: equivalent to SEE. ), in order to assure the timely availability of all information necessary to evaluate and deliberate the operations that must follow this first step. - Equal attention will be rendered to the SEC - Securities Exchange Commission of the United States, where COPENE securities are already traded. About COPENE - Petroquimica do Nordeste S.A.: COPENE produces and sells basic petrochemicals and utilities. The Company is listed on the Sao Paulo and Rio de Janeiro stock exchanges Rio de Janeiro Stock Exchange (Bolsa do Rio) Brazil's major securities market. and its ADRs (American Depositary Receipts American Depositary Receipt (ADR) Certificates issued by a US depository bank, representing foreign shares held by the bank, usually by a branch or correspondent in the country of issue. ) are traded in the US on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors PNE. One ADR ADR - Astra Digital Radio represents 50 preferred class A shares. At June 30, 2001, COPENE had 1,792,416,435 shares outstanding. For additional information, please refer to the Company's web site at www.copene.com.br. |
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