IOCHPE-MAXION S.A.

Public-held Company CNPJ/MF nº 61.156.113/0001-75

NIRE 35.300.014.022

RELEVANT FACT

IOCHPE-MAXION S.A. ("Company"), pursuant to §4th of article 157 of Law nº 6,404, dated December 15, 1976 ("Law of Corporations"), and to the Instruction nº 358/02 of the Brazilian Securities Commission ("CVM", for its Portuguese acronym), hereby

informs its shareholders and the market as follows:

  • 1. On August 1st, 2019, the Company, Amsted Rail Brasil Equipamentos

    Ferroviários Ltda. ("Amsted Rail Brasil") and Greenbrier do Brasil Participações Ltda. ("GBX Brasil"), among others, entered into a share

    purchase agreement and other covenants, aiming mainly the sale by the Company to Amsted Rail Brasil and GBX Brasil of shares representing 18.25% of the capital stock of Amsted-Maxion Fundição e Equipamentos Ferroviários

    S.A. ("Amsted-Maxion Fundição"), for the total price of US$ 5 million, so that

    as a result thereof Amsted Rail Brasil and GBX Brasil hold, respectively, 51% and 29.5% of the capital stock of Amsted-Maxion Fundição ("Transaction").

  • 2. Currently, each of the Company and Amsted Rail Brasil holds 37.75% of the capital stock of Amsted-Maxion Fundição, and GBX Brasil holds 24.5% of the capital stock of such joint venture of the railroad sector. Subject to the effective conclusion of the Transaction, the Company will reduce its shareholding in Amsted-Maxion Fundição to 19.5%, in alignment with its business strategy.

  • 3. Subject to the actual closing of the Transaction, the current shareholders agreement of Amsted-Maxion Fundição would be amended aiming to remove the call options previously granted by the Company to Amsted Rail

    Brasil and GBX Brasil in relation to the equity participation subject matter of the Transaction, as well as to adjust certain shareholders' rights in order to

    reflect the consolidation of the control of Amsted-Maxion Fundição by Amsted Rail Brasil.

  • 4. The actual closing of the Transaction is subject to the approval of the Brazilian antitrust authority (CADE), as well as the capitalization in Amsted-Maxion Fundição by its shareholders (including the Company) of part of the outstanding balance of the intercompany financing previously granted to Amsted-Maxion Fundição, aiming to improve its capital structure, among other usual conditions precedent.

5.

The Company will keep its shareholders and the market informed if there is any new fact on this matter that should be disclosed, in accordance with the law and CVM regulations.

São Paulo, August 1st, 2019.

Augusto Ribeiro Junior

Chief Financial and Investor Relations Officer

2

Attachments

  • Original document
  • Permalink

Disclaimer

Iochpe-Maxion SA published this content on 01 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 August 2019 21:34:09 UTC