MATERIAL
NOTICE
São Paulo, Brazil, June 6, 2008 – Ultrapar Participações
S.A. (“Ultrapar”) hereby announces the signing, through Ultracargo, of the sale
and purchase agreement for the acquisition of 100% of the shares of União Terminais e
Armazéns Gerais Ltda. (“União Terminais”) held by
Unipar – União das Indústrias
Petroquímicas S.A.
The total amount to be paid by
Ultracargo for 100% of União Terminais’ shares is R$ 482,769 thousand subject to
adjustments resulting from variations in net debt and working capital. On
December 31, 2007, União Terminais’ net debt amounted to R$ 27,231
thousand.
União Terminais has 2 port terminals for
storage and handling of bulk liquids, with total capacity of 119 thousand cubic
meters. The main facility, located in Santos (in the state of São Paulo), has
storage capacity of 102 thousand cubic meters and is currently in the final
stage of expansion, which will add 20% (21 thousand cubic meters) to its
capacity. The main products handled in this terminal are fuels, ethanol and
chemicals. The terminal located in Rio de Janeiro (RJ) has a 17 thousand cubic meters
storage capacity and the main products handled in this terminal are chemicals
and lubricants. União Terminais also holds 50% of the total capital of União
Vopak Ltda., which owns a port terminal in Paranaguá (in the state of Paraná)
with storage capacity of 60 thousand cubic meters for the handling of vegetable
oil and chemical products.
For Ultracargo, this acquisition
represents a milestone in its transformation process, with the objective to
consolidate the company as the largest and most complete provider of integrated
logistic solutions for special bulk cargo in Brazil. In order to capture the strong growth
resulting from the demand for logistics infrastructure in Brazil, mainly related
to biofuels and to the Brazilian trade flow, during the past few years
Ultracargo has revaluated its market positioning, focusing on integrated
logistic services, has adapted its internal structure and has
started investing in expansion. Such initiatives have included the construction
of new terminals, especially the Santos and Montes Claros terminals, the implementation of the
ERP system – SAP, the creation of a business development area and the
acquisition of Petrolog.
The combination of
Ultracargo with União Terminais’ business will result in the largest liquid bulk
storage company in South America, reinforcing its operating scale and increasing
its investment capacity. It also increases Ultracargo’s operations in the port
of Santos, adds new customers to its client portfolio and expands its geographic
coverage through the entrance in the Rio de Janeiro and Paranaguá markets,
strengthening Ultracargo’s presence in Brazilian ports. We estimate
that the net present value of the
gains from the
integration of União Terminais with Ultracargo is R$ 200 million, mainly derived
from the joint operation of the terminals, management consolidation and fiscal
synergies.
The closing of the
transaction is subject to compliance with certain customary conditions, notably
the opinion of each of the port authorities, and could occur at different stages
for each terminal as the respective port authorities issue their
opinion.
Additional
information about União Terminais is available at Ultrapar’s website
(www.ultra.com.br).