ANNOUNCEMENT OF A PUBLIC TENDER OFFER FOR COMMON SHARES OF

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ANNOUNCEMENT OF A PUBLIC TENDER OFFER FOR COMMON SHARES OF REDECARD S.A. CNPJ/MF nº / NIRE A Publicly Held Company - CVM nº Common Share ISIN Code: BRRDCDACNOR3
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ANNOUNCEMENT OF A PUBLIC TENDER OFFER FOR COMMON SHARES OF REDECARD S.A. CNPJ/MF nº / NIRE A Publicly Held Company - CVM nº Common Share ISIN Code: BRRDCDACNOR3 Common Shares: RDCD3 BY ORDER AND ON ACCOUNT OF ITAÚ UNIBANCO HOLDING S.A. CNPJ/MF nº / INTERMEDIATED BY BANCO ITAÚ BBA S.A. CNPJ/MF nº / BANCO ITAÚ BBA S.A., a financial institution headquartered in the City and State of São Paulo at Avenida Brigadeiro Faria Lima, nº 3.400, floors 3-8 and 11-12, CEP , registered with the CNPJ/MF under nº / ( Itaú BBA or the Intermediary Institution ), hereby, by order and on account of ITAÚ UNIBANCO HOLDING S.A., a publicly held corporation (sociedade por ações) headquartered in the City and State of São Paulo at Praça Alfredo Egydio de Souza Aranha, nº 100, Parque Jabaquara, CEP , registered with the CNPJ/MF under nº / ( Itaú Unibanco or the Offeror ), the indirect controlling shareholder of REDECARD S.A., a publicly held corporation (sociedade por ações) headquartered in the municipality of Barueri in the State of São Paulo, at Avenida Marcos Penteado de Ulhoa Rodrigues, nº 939, Loja 1 floors 12-14, Sítio Tamboré, CEP , registered with the CNPJ/MF under nº / ( Redecard or the Company ), through its controlled company BANESTADO PARTICIPAÇÕES, ADMINISTRAÇÃO E SERVIÇOS LTDA., a limited liability company (sociedade limitada) headquartered in the City and State of São Paulo at Praça Alfredo Egydio de Souza Aranha, nº 100, 7 th floor, Parque Jabaquara, CEP , registered with the CNPJ/MF under nº / ( Banestado ), present to the non-controlling shareholders of Redecard this public tender offer for up to the totality of the common shares of Redecard they hold, to deregister the Company as a publicly held company ( Deregistration ), under the terms of this Public Offer Announcement ( Announcement and Public Offer for Deregistration or TO ) and further, in accordance with the provisions of (i) Law nº 6.385, dated December 7, 1976, as amended ( Law ), (ii) Law nº 6.404, dated November 15, 1976, as amended (the Brazilian Corporations Law ), (iii) Redecard s Bylaws; and (iv) the listing regulations of the Novo Mercado special trading segment of the BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (the Novo Mercado, BM&FBOVESPA and Novo Mercado Listing Regulations, respectively), subject to the rules established by Comissão de Valores Mobiliários ( CVM ) Instruction nº 361, of March 5, 2002, as amended ( CVM Instruction 361 ), pursuant to the terms and conditions provided below. 1. PRELIMINARY INFORMATION 1.1. Announcement Information: This Announcement was prepared based on information provided by the Offeror with the objective of complying with the provisions in CVM Instruction 361 to make this TO, and giving Redecard shareholders the elements needed make a considered and independent decision on whether to accept the TO History: On February 7, 2012, the Company released a Material Fact Notice informing the market that it had been informed of the intention of the Offeror to proceed toward Deregistration and delisting from the Novo Mercado, by means of a Public Offer for Deregistration, under the terms and conditions provided in applicable law and regulation. On April 12, 2012, the Offeror released a Material Fact Notice informing the market that, among other matters, it (i) confirmed the TO Price (as defined in item 3.4 below) based on the original appraisal report dated April 5, 2012 ( Original Appraisal Report ) prepared by N.M. Rothschild & Sons (Brasil) Ltda. ( Original Appraiser ), which determined the appropriate range for the economic value of the shares issued by Redecard to be a range between R$34.18 and R$37.59 per share ; and (ii) decided to condition the consummation of the TO on (a) acceptance or (b) express consent to the Deregistration for more than 2/3 of the Shares for Deregistration (as defined in item 2.1 below). If such minimum acceptance is not obtained in the Auction (as defined in item 3.2 below), the TO will not be consummated, in which case the Company will remain registered with the CVM as a publicly held company subject to the enhanced corporate governance practices required by the Novo Mercado Listing Regulations. On June 22, 2012, the Offeror released a new Material Fact Notice informing the market that, among other matters: (i) it has learned of a new appraisal report ( Second Appraisal Report ) prepared by Banco de Investimentos Credit Suisse (Brasil) S.A. ( Second Appraiser ), as resolved at a special meeting of shareholders who own Company shares in free float 2 held on May 18, 2012 ( Special Shareholders Meeting ); (ii) under the Second Appraisal Report, the economic value of the shares issued by Redecard calculated according to the methodology the Second Appraiser believes most appropriate to determine the fair price was in a range between R$34.66 and R$38.12 per share; (iii) if Redecard should declare dividends or interest on shareholder s equity from June 22, 2012, the amounts declared will be (a) deducted from the price of the TO and (b) paid to those who are registered as owners or beneficiaries of the common shares issued by Redecard on the date of the declaration of dividends or interest on shareholder s equity; (iv) since, as previously announced in the Material Fact Notice of April 12, 2012, the Offeror offered to pay R$35.00 per share issued by Redecard and the result of the Second Appraisal Report presents a price range that includes the TO Price, the Offeror confirmed its intent to conduct the TO; and (v) the process of registering the TO with the CVM will begin again with the price of R$35.00 per Redecard share Registration as a Publicly Held Company: Redecard s registration with the CVM as a publicly held company was obtained on July 11, Legal and Regulatory Basis: The TO will comply with the provision in paragraph 4 of article 4 of the Brazilian Corporations Law; article 21, paragraph 6 of Law 6.385; articles 16 et seq. of CVM Instruction 361; Section X of the Novo Mercado Listing Regulations, and article 35 of Redecard s Bylaws. 2. DEREGISTRATION AS A PUBLICLY HELD COMPANY 2.1. Public Offer for Deregistration: The Offeror is making this TO to effect the Deregistration, under the terms of the regulations noted in item 1.4 above. The Deregistration will only occur if the owners of the Shares in Circulation (as defined in item ) that consent to the Public Offer for Deregistration ( Consenting Shareholders ) represent more than 2/3 of the Shares for Deregistration (as defined in item ). Consenting Shareholders will be deemed to be those: (i) Qualified Investors who sell their Shares in Circulation in the TO, or (ii) Who expressly consent to Deregistration, without selling their Shares in Circulation in the TO, under the terms of item Shares in Circulation are deemed to be all the shares issued by the Company, except those shares (i) owned by its controlling shareholder and persons linked to it, (ii) owned by Redecard s administrators and (iii) held in treasury ( Shares in Circulation ). Shares for Deregistration shall only be deemed to include: (i) the Shares in Circulation 3 owned by Consenting Shareholders who manifest themselves as per item and , and (ii) the Shares in Circulation whose owners disagree with the Deregistration, as per item ((i) and (ii) together being the Shares for Deregistration ) If the TO is not accepted by at least 2/3 of the Shares for Deregistration, the Offeror will back away from the TO, whose consummation is conditioned on attaining the quorum of acceptance to permit the Deregistration. In this case, the Offeror will acquire no shares in the context of the TO Strategic Alternatives for the Offeror: If Deregistration is not achieved, the Offeror may analyze strategic alternatives in relation to its shareholding participation in Redecard, including any partial or complete disinvestment, and/or any reduction in the commercial relations or change in the commercial terms of the activities it currently has developed together with Redecard. 3. CHARACTERISTICS OF THE TO 3.1. CVM Approval of the TO: On August 20, 2012, the CVM authorized the formulation of this TO Validity of the TO: This TO shall remain valid for 32 days as of the date of publication of this Announcement, i.e., starting August 23, 2012 and ending September 24, 2012, when the TO auction will be held at the BM&FBOVESPA (the Auction Date and the Auction, respectively), subject to item 5.10 of this Announcement TO Target Shares: The Intermediary Institution, through Itaú Corretora de Valores S.A. ( Itaú Corretora ), is disposed to acquire, for the account and by the order of the Offeror, up to the totality of the (i) Shares in Circulation, currently corresponding to 336,347,493 common shares (position on August 14, 2012), representing 49.99% of Redecard s total capital; and (ii) other shares issued by the Company that are not owned by the controlling shareholder ( TO Target Shares ) Absence of Restrictions on the Exercise of the Right of Ownership on the TO Target Shares: In selling the TO Target Shares under the terms of this TO, their owners declare that such TO Target Shares are free and clear of any lien, rights of guarantee, preference, priority, usufruct or other forms of encumbrance that would impede the immediate exercise by the Offeror of its full ownership, and declare full compliance with the share trading rules included in the BM&FBOVESPA Regulations for Transactions in the Bovespa Segment. 4 Dividends and Interest on Shareholders Equity: If at any time Redecard declares dividends or interest on shareholders equity, those registered as the owners or as those who enjoy usufruct of the common shares issued by Redecard at the date of such declaration will be entitled to payment of such dividends or interest on shareholders equity Conditions for Deregistering as a Publicly Held Company: CVM Instruction 361 establishes, as a requirement for deregistering as a publicly held company, that such deregistration be preceded by a public tender offer (oferta pública de aquisição de ações) formulated by the controlling shareholder or by the publicly held company itself, targeting all the shares issued by the company whose registration would be cancelled, requiring that shareholders owning more than 2/3 of the Shares for Deregistration agree to sell such shares in the TO or expressly agree with the proposal to deregister TO Price: The Offeror is making this TO to acquire up to the totality of the TO Target Shares, at the price of R$35.00 per Share (the TO Price ). The TO Price is supported by the Second Appraisal Report, prepared in the form established in Article 4, Paragraph 4 of the Brazilian Corporations Law, in compliance with the requirements applicable to the Public Offer for Deregistration. The Second Appraisal Report was prepared based on a request for a Special Shareholders Meeting received by the Company on April 26, 2012 from a shareholder holding more than 10% of the Shares in Circulation. The meeting was called in order to deliberate on a new appraisal of the shares issued by Redecard in accordance with Article 4-A of the Brazilian Corporations Law and Article 24 of CVM Instruction 361. This request was made after the disclosure by the Offeror on April 12, 2012 of a Material Fact Notice confirming the price of the TO based on the Original Appraisal Report. The Second Appraiser was chosen by the Special Shareholders Meeting, and the Second Appraisal Report was filed and disclosed by the Company on June 15, 2012 as provided in the Material Fact Notice disclosed by the Company on the same date. On June 22, 2012, the Offeror disclosed a new Material Fact Notice announcing to the market that, among other matters, the Second Appraisal Report had been received, and that the process of registering the TO with the CVM would be resumed at the price of R$35.00 per share issued by Redecard, a price also supported by the Second Appraisal Report. For further information regarding the Second Appraisal Report, see items 1.2 and 8.1 of this Announcement Fair Price: In the judgment of the Offeror, as provided in article 16, item I of CVM Instruction 361, the TO Price is fair, since the price per share falls within the range of values indicated by the Second Appraiser in the Second Appraisal Report as the appropriate range for a calculation of Redecard s economic value. 5 The TO Price is approximately 13.1% higher than the volume-weighted average price of Redecard common shares at February 6, 2012 (the day prior to the Offeror s disclosure of its intention of conduct the TO), and approximately 18.5% higher than the volume-weighted average price of Redecard common shares over the 30 days prior to the date of the material fact notice that disclosed the TO (February 7, 2012), on the BM&FBOVESPA Choice of the Appraisers: Pursuant to the terms of Redecard s Bylaws and the Novo Mercado Listing Regulations, owners of the Shares in Circulation chose the Original Appraiser at an extraordinary shareholders meeting held on February 29, The Second Appraiser was chosen at the Special Shareholders Meeting under article 4- A of the Brazilian Corporations Law and article 24 of CVM Instruction Adjustment for Dividends: Any dividends or interest on shareholders equity declared by the Company between June 22, 2012, and the Auction Date will be subtracted from the TO Price, if the TO Target Shares remain ex-dividends or exinterest on shareholders equity in this period Adjustment for Stock Splits or Reverse Stock Splits: If the Company s capital stock is altered between the date of this Announcement and the Auction Date, due to stock splits or reverse stock splits, the TO Price will be adjusted in accordance with the resulting number of shares In the cases of items and above, the Offeror will cause the Company to publish a Material Fact Notice regarding any adjustments in the TO Price, revealing the new TO Price to the market and to the Director of Operations of the BM&FBOVESPA Conditions of Payment: Owners of TO Target Shares that resolve to sell in the TO will receive, for each TO Target Share effectively acquired by the Offeror, the TO Price, in Brazilian currency, on the Settlement Date (as defined in item 5.5), in accordance with the procedures of the Clearing and Settlement House of the BOVESPA Segment of the BM&FBOVESPA (Câmara de Compensação e Liquidação do Segmento BOVESPA da BM&FBOVESPA) Change or Revocation of the TO: Subject to item IX of article 4 of CVM Instruction 361 and the conditions described in item 3.7 of this Announcement, this TO is immutable and irrevocable after the publication of this Announcement, except if there is, under the terms of article 5 of CVM Instruction 361, a subsequent and unforeseeable substantial change in the circumstances in fact existing at the time the TO is launched, 6 which entails a material increase in the risks assumed by the Offeror. In such case, the Offeror may modify the TO, as long as it has prior express authorization from the CVM, and must publish (i) a Material Fact Notice clarifying the authorized modifications and, as applicable, the remaining period of the Announcement and the new Auction date; and (ii) an amendment to the Announcement, under the terms of CVM Instruction 361. Any modification of the TO after publication of this Announcement will be permitted, independent of CVM authorization, when dealing with modifications to improve the TO in favor of owners of TO Target Shares or waivers by the Offeror of conditions it established to effect the TO Conditions of the TO: Notwithstanding item 3.6 above, the realization and consummation of this TO is conditioned on the non- occurrence, as verified by the Intermediary Institution by or on the business day prior (September 21, 2012) to the Auction Date, of any of the following events, to be disclosed as per item below and communicated to the Director of Operations of the BM&FBOVESPA: (i) (ii) (iii) (iv) (v) a drop of ten percent (10%) or more in the price of the share issued by Redecard and/or the Offeror on the BM&FBOVESPA, based on the closing price on August 21, 2012 (the second business day prior to the date of publication of this Announcement (the Price at Launch )); a drop of ten percent (10%) or more on the BM&FBOVESPA index (known as IBOVESPA), based on the price of the IBOVESPA on August 21, 2012) (the second business day prior to the date of publication of this Announcement). a drop of ten percent (10%) or more in the Dow Jones Index (DJI), taking as a basis the DJI on August 21, 2012 (the second business day prior to the publication of this Announcement); an increase of ten percent (10%) or more in the rate of the CDS Brasil (credit default swaps), published by Bloomberg for the BRAZIL CDS USD SR 5Y Corp index, in relation to the CDS Brasil rate on August 22, 2012 (the business day prior to the publication of this Announcement); an increase of ten percent (10%) or more, at the close of trading, in the exchange market (in accordance with the average of the exchange rates for purchase and sale indicated in the PTAX 800 transaction, option 5, as published by the Central Bank of Brazil through the Sisbacen system at 7:00 p.m., São Paulo time, on such date), of the value of the U.S. Dollar in relation 7 to the Real, compared to the value on August 23, 2012 (the date of publication of this Announcement); (vi) (vii) (viii) (ix) (x) (xi) a general suspension or limitation of securities trading on the BM&FBOVESPA or on the New York Stock Exchange NYSE; a declaration of a bank moratorium or any suspension of payments in relation to the banks in Brazil, the United States of America, or the European Union; an outbreak of war or armed hostilities in Brazil, the United States of America, or the European Union; a substantial change in the norms applicable to the capital markets in Brazil or the United States of America, or an increase in the tax rate that adversely affects or impedes the consummation of the TO by the Offeror; the revocation of any governmental authorization needed to implement the TO or the issuance of any act by an authority that impedes the Offeror from conducting the TO or imposes an obligation to buy or sell shares issued by Redecard; and changes in the law or regulation applicable to financial institutions, the Company or their respective markets that affect the financial condition or results of operations of the Offeror or the Company, or that significantly affect the references used by the Offeror in this Public Offer, causing it to become unduly burdensome Consequences of the Occurrence of Any of the Conditions: If any of the conditions described in item 3.7 occur, the Offeror will have the right, at its sole discretion and subject to item below, to: (i) (ii) waive the condition for conducting and consummating the TO, in which case the course of the TO would continue without any change in the terms originally provided for; or revoke the TO, which would immediately cease to have any effect Publication of a Material Fact Notice: In the cases mentioned in item above, the Offeror will cause the Company to publish a Material Fact Notice, on the business day (September 21, 2012) prior to the Auction Date, clarifying whether: 8 (i) (ii) the original terms of the TO still hold, without any change; or the TO will be revoked Manifestation of Redecard s Board of Directors: Under the terms of item 4.8 of the Novo Mercado Listing Regulations, Redecard s Board of Directors will prepare and publicize, within 15 days of publication of this Announcement, a previously substantiated opinion for or against acceptance of the TO. 4. PROCEDURES OF THE TO 4.1. Qualification for the Auction: By 6:00 p.m. (São Paulo time) on September 21, 2012 (the last business day prior to the Auction Date), owners of TO Target Shares that want to be qualified to participate in the Auction must empower Itaú Corretora or any other broke
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