VOTORANTIM
CELULOSE E PAPEL S.A.
A
Publicly-Held Company
CNPJ:
60.643.228/0001-21
NIRE:
35.300.022.807
|
ARACRUZ
CELULOSE S.A.
A
Publicly-Held Company
CNPJ:
42.157.511/0001-61
NIRE:
32.300.025.897
|
FATO
RELEVANTE
This
notice is not an offer to sell securities in the United States. Any transactions
involving offers of securities referred to in this notice cannot, and will not,
be carried out by VCP, Aracruz or any of their respective affiliates absent
registration or an exemption from registration. The stock swap merger
is being conducted pursuant to the Brazilian Corporation Law. It involves
securities of Brazilian companies and is subject to disclosure requirements that
are different from those of the United States. The stock swap merger is
being conducted pursuant to exemptions from registration provided under the U.S.
Securities Act of 1933, as amended. The new VCP common shares that will be
distributed to Aracruz shareholders in connection with the stock swap merger, if
approved, have not yet been registered with the Securities and Exchange
Commission, or the SEC. If the stock swap merger is approved, VCP intends to (1)
register the new VCP common shares with the SEC under the U.S. Securities
Exchange Act of 1934, as amended, and (2) submit a listing application to the
New York Stock Exchange for the new VCP ADSs that, in each case, will be
distributed to holders of Aracruz shares and ADSs, respectively, as a result of
the stock swap merger. Neither Aracruz nor VCP or any of their
respective affiliates is asking you to send them a proxy and you are requested
not to send a proxy to Aracruz, VCP or any of their respective
affiliates.
Management
of VOTORANTIM CELULOSE E PAPEL S.A. (“VCP”) and ARACRUZ CELULOSE S.A.
(“Aracruz”), pursuant to applicable laws, hereby inform the market that
Aracruz’s management has decided to make a proposal at the Extraordinary General
Shareholders’ Meeting (“EGM”), to be held on April 24, 2009, to the effect that,
once the EGM has been duly convened, such EGM be adjourned for the time
necessary for a review of certain considerations made by the Brazilian
Securities Commission (
Commissão de Valores
Mobiliários
, or “CVM”) in respect of the conditions of the stock swap
merger of Aracruz with VCP (“Stock Swap Merger”), which review shall be made in
light of the provisions of Practice Bulletin (
Parecer de Orientação
) no.
35/08 of the CVM.
As a
result of such decision, VCP’s management shall also make a proposal to its EGM
as follows: after such EGM has been duly convened and has decided on item (viii)
of the EGM’s agenda (
i.e.
, dismissal and election
of members of the Board of Directors), which item is not related to the Stock
Swap Merger, that such EGM be adjourned with respect to the other items of its
agenda.
São
Paulo, August 21, 2009.
Votorantim
Celulose e Papel S.A.
Paulo
Prignolato
Investor
Relations Officer
|
Aracruz
Celulose S.A.
Marcos
Grodetzky
Investor
Relations Officer
|