09.28.2009 - Banco Votorantim's Strategic Partnership Conclusion
Rule 12g3-2(b) Exemption # 82-35186
Pursuant to § 4 of Article 157 of Law 6,404/76, dated December 15th, 1976 and according to
CVM (Brazilian Securities and Exchange Commission) Regulation 358, dated of January 3rd,
2002, and in addition to the Material Fact published on January 9th, 2009, Banco do Brasil S.A.
(“BB”) and Votorantim Finanças S.A. (“VF”) inform that:
1. It was concluded, today, the establishment of the strategic partnership, transferring to
Banco do Brasil the ownership of 49.99% of voting shares and 50.00% of the total capital of
Banco Votorantim S.A. (“BV”).
2. The amount to be paid by BB will be R$ 4,200,000,000.00 (four billion two hundred million
reais), paid as follows: R$ 3,000,000,000.00 (three billion reais) directly to the VF and R$
1,200,000,000.00 (one billion two hundred million reais) as share subscription of BV. Following
we are giving more details about the transaction:
a) For the conclusion of the strategic partnership there shall be performed (i) the distribution
of R$ 750,000,000.00 (seven hundred and fifty million reais) as dividends and/or interest on
own capital to VF, out of which R$ 405,291,040.08 (four hundred and five million, two hundred
and ninety one thousand, forty reais and eight cents) are already provisioned and are related
to the results accounted in the second half of 2008 and first half of 2009; (ii) conversion of
7,412,620,267 voting shares into preferred shares issued by BV; (iii) the acquisition, by BB from
VF, of 33,356,791,198 voting shares issued by BV, valued at R$ 2,969,788,606.00 (two billion,
nine hundred and sixty-nine million, eight hundred and eighty-eight thousand and six hundred
and six reais); and (iv) the subscription, by BB, of 7,412,620,277 preferred shares issued by BV
valued at R$ 1,200,000,000.00 (one billion two hundred million reais).
b) At the same time, BB will acquire, in the amount of R$ 30,211,394.00 (thirty million, two
hundred and eleven thousand and three hundred and ninety-four real), 50% of the total capital
of BV Participações S.A., a holding that owns the total shares of BV systems, CP Promotora de
Vendas (sales promoter) and Votorantim Corretora de Seguros (insurance brokerage).
c) The payment will be done, today, through deposits in escrow accounts, in the amounts of R$
2,160,000,000.00 (two billion, one hundred and sixty million reais) and R$ 840,000,000.00
(eight hundred and forty million reais), in BV and BB, respectively. The amount deposited in
the escrow account at BB is designed for price adjustment due to any contingencies that may
be identified in due diligence in progress.
d) The payment of preferred shares subscription will be done in cash, divided in R$
750,000,000.00 (seven hundred and fifty million reais) on this date, and R$ 450,000,000.00
(four hundred and fifty million reais) within 180 days.
3. The consolidation of the financial statements, risk management reports and operational
limits will be done proportionally to the BB’s stake in BV’s total capital. Assets and liabilities
will be consolidated in BB’s 3Q09 financials. However, the P&L will be only consolidated from
4Q09 on.
4. The governance of BV and BV Participações S.A. will be equally shared between the VF and
BB. The Board of Directors will be composed by 3 members appointed by each shareholders
and its chairman will be alternated annually. All strategic decisions shall be taken jointly.
5. As benefits to customers and society, BB and BV have committed themselves to reduce by at
least 25% the maximum rate reported for register fee established by BV Financeira S.A., while
the amount actually charged shall be reduced by at least 9.1%. This condition must be
observed until December 31st, 2012.
Brasília, September 28th, 2009
BANCO DO BRASIL S.A.
VOTORANTIM FINANÇAS S.A.
Ivan de Souza Monteiro
Milton Roberto Pereira
CFO - Capital Markets and
Investors Relations
Investors Relations Director