(Commission File No. 1-14862 )
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ______ No ___X___
This presentation contains forward-looking statements. Such statements are not statements of historical fact, and reflect the beliefs and expectations of Petrobras, Ultrapars and Braskem's management. The words "anticipates", "believes", "estimates", "expects", "forecasts", "intends", "plans", "predicts", "projects", "targets" and similar words are intended to identify these statements, which necessarily involve known and unknown risks and uncertainties, considering Petrobras, Ultrapar and Braskem information.
Accounting information are updated until December 31, 2006 and Petrobras, Ultrapar and Braskem are not obliged to update them in light of new information or future developments.
Petrobras, Ultrapar and Braskem are not responsible for any transaction or investment decision based on the information contained in this presentation.
Summary
1. Motivation
2. Ipiranga Group
3. Operation Structure
4. Benefits
Reorganization and consolidation of key sectors in the Brazilian economy:
For Petrobras:
For Ultrapar:
For Braskem:
Fuel Distribution
Petrochemicals
Oil Refining
In 2006, Ipiranga Groups consolidated net revenue totaled R$ 30 billion, EBITDA R$ 1.0 billion and net income R$ 534 million.
National presence¹ (except RR and AP):
Ipiranga Petroquímica:
5 industrial plants with a joint resin production capacity of 730 kt/year in 2006: | ||
| PE: 550 kt/year; | |
| PP: 180 kt/year. | |
16% share of PE market, leadership in HDPE; | ||
Net Revenue of R$ 2 billion; | ||
EBITDA of R$ 184 million in 2006. |
Copesul shared control with Braskem:
Investment agreement between Petrobras, Ultrapar and Braskem;
Stage 1 Ultrapar acquires the shares held by the controlling shareholders;
Stage 2 Ultrapar makes a tender offer for the acquisition of common shares (tag along): CBPI, DPPI and RIPI;
Stage 3 Petrobras and Braskem make a tender offer for the delisting of Copesul (CPSL);
Stage 4 Ultrapar incorporates CBPI, DPPI and RIPI preferred shares;
Stage 5 - Ultrapar will sell part of Ipiranga Groups assets to Braskem and Petrobras;
Conclusion estimated for the 4Q07.
Petrobras:
Ultrapar :
Braskem:
Shareholder | Stock | Price per Share | Total (R$ MM) | |||
CBPI | ||||||
Common TAG | 58.10 | 74.85 | ||||
Preferred | 20.55 | 5.44 | ||||
DPPI | Common | 140.09 | 713.54 | |||
Common TAG | 112.07 | 215.15 | ||||
Preferred | 29.57 | 79.63 | ||||
RIPI | Common | 132.85 | 763.12 | |||
Common TAG | 106.28 | 43.28 | ||||
Preferred | 38.93 | 105.14 | ||||
Total | 2000.16 | |||||
Tag Along | ||||
Shareholders | Price per Share | Total (R$MM) | ||
CBPI | 58.10 | 178.38 | ||
DPPI | 112.07 | 186.42 | ||
RIPI | 106.28 | 406.95 | ||
Total | 771.75 | |||
Copesul Delisting Tender Offer | ||||
Shareholders | Price per Share | Total | ||
CPSL | 37.60 | 1437.00 | ||
CBPI, DPPI and RIPI preferred shares will be exchanged for Ultrapar preferred shares. Ultrapar will issue new shares. Holders of CBPI, DPPI and RIPI preferred shares will now be shareholders in a company that employs the best corporate governance practices (100% tag along, transparency and simplified management structure);
The exchange ratios were established based on a discounted cash flow valuation.
Merger of Shares | ||
Exchange Ratio /UGPA | ||
CBPI | 0.79850 | |
DPPI | 0.64048 | |
RIPI | 0.41846 | |
Ultrapars capital structure will be as follows:
ULTRAPAR (Capital Ownership) | ||||
Shares (# mm) | Before | After | ||
Common Shares | 49.4 | 49.4 | ||
Preferred Shares | 31.9 | 84.7 | ||
Total | 81.3 | 134.1 | ||
% TK ON | 61% | 37% | ||
% TK PN | 39% | 63% | ||
Deutsche Bank was hired to prepare the valuation report related to the merger of shares
Total value of the transaction was approximately US$ 4 billion, divided as follows:
Petrochemicals:
Distribution:
Qualified growth of its operations;
Substantial expansion in fuel distribution area
Ultrapar will have two major distribution brands for oil by-products distribution;
Accelerate investments in Ipirangas operation:
2006 pro-forma figures:
Maintenance of the quality in the Companys capital structure;
Substantial improvement in the liquidity of the Companys shares, with prospects of joining the IBOVESPA index.
Consolidation as the largest petrochemical producer in Latin America, with an annual production capacity of 10 million tonnes, and one of the 10 largest in the world in terms of EBITDA;
Leadership in all thermoplastic resins PP, PE and PVC with a market share of more than 50%;
Integration of the Southern Petrochemical Complex, with great potential for synergy capture and new investments;
Improved quality and productivity via higher EBITDA and EBITDA margins through the strong integration of the production chain;
Maintenance of the quality in the capital structure;
2006 pro-forma figures:
Gross revenue of US$ 10 billion;
Net revenue of US$ 7.7 billion;
EBITDA of US$ 1.4 billion;
Net Debt/EBITDA ratio of 2.9x
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 22, 2007
BRASKEM S.A. | |||
By: | /s/ Carlos José Fadigas de Souza Filho | ||
Name: | Carlos José Fadigas de Souza Filho | ||
Title: | Chief Financial Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.