Valepar’s Shareholders Agreement


Vieira Rezende, Pinheiro Neto and Schroeder & Valverde Advogados have advised on the transaction

Vale S.A. has agreed to a new shareholders agreement of Valepar with Mitsui & Co., Ltd., Litel Participações S.A., Litela Participações S.A., Bradespar S.A. and BNDES Participações S.A.

After the new Valepar shareholders agreement comes into force on May 10, 2017, 1) conversion of Vale’s preferred shares to common shares, 2) amendment to Vale bylaw and 3) incorporation of Valepar by Vale shall be executed subject to approval at Vale’s extraordinary shareholders meeting and adhesion of more than 54.09% to the conversion of Vale’s preferred shares to common shares. Furthermore, upon the incorporation of Valepar by Vale, Mitsui and other shareholders of Valepar will enter into a new Vale shareholders agreement which binds 20% (current Valepar shareholders agreement: 33.7%) of Vale’s common shares.

At the time of the incorporation of Valepar by Vale, Mitsui will record profit/loss for the difference between its book value of Valepar’s shares and the fair value of its newly acquired Vale shares. However, the financial impact cannot be estimated as of this moment due to variable factors which may impact the future Vale’s share price and exchange rate until the time of incorporation of Valepar by Vale. Mitsui will announce the financial impact once the figures are determined. Nevertheless, Mitsui’s forecast of the consolidated financial result for the year ending March 31, 2017 announced on February 8, 2017 will not change.

Vale is one of the world-class mining companies, engaging in production of iron ore and other mineral resources such as nickel, copper, coal, etc. around the globe. Mitsui is committed to continue its best endeavor to increase the corporate value of Vale together with the other shareholders through enhancing Vale’s corporate governance.

Vieira Rezende has advised Litel Participações S.A. and Litela Participações S.A. with Claudio Guerreiro (Picture), Alberto Vieira, Danielle Nantes and Carolina Liers.

Pinheiro Neto has advised Bradespar S.A. with Fernando Zorzo and Luiz Felipe Fleury.

Schroeder & Valverde Advogados has advised Mitsui & Co. Ltd. with Marcos Schroeder.

Involved fees earner: Marcos Schroeder – Schroeder & Valverde; Cláudio Guerreiro – Vieira Rezende ; Alberto Vieira – Vieira Rezende ; Danielle Nantes Guerra Pereira – Vieira Rezende ; Carolina de Lima Liers – Vieira Rezende ; Fernando Zorzo – Pinheiro Neto; Luiz Felipe Fleury Vaz Guimaraes – Pinheiro Neto;

Law Firms: Schroeder & Valverde; Vieira Rezende ; Pinheiro Neto;

Clients: Mitsui & Co. Ltd; Litel Participações S.A. ; Litela Participações S.A.; Bradespar S.A.;

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Author: Ambrogio Visconti.