TEREOS INTERNACIONAL SA São Paulo, December 04, 2015.
RELEVANT FACT
TEREOS INTERNACIONAL S.A. ('Tereos Internacional' or 'Company'), a publicly-held company (BM&FBovespa: 'TERI3'), with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 201, 11th floor, Pinheiros district, Zip Code 05426-100, enrolled in CNPJ/MF under No. 11.566.501/0001-56, hereby makes known to its shareholders and to the market in general, pursuant to CVM Ruling No. 358 of January 3, 2002, as amended, that its indirect controlling shareholder,
Tereos Participations SAS, acquisition of the shares
decided to make a combined public tender offer for the issued by the Company ('Offer') to effect either (1) the
cancellation of the Company's registration as a publicly-held company ('Cancellation of
Registration'), which will
result in the exit of the Company from
the Novo Mercado
trading segment of BM&FBovespa S.A. - Bolsa de Valores, Mercadorias e Futuros ('BM&FBovespa' and 'Exiting from Novo Mercado', respectively), pursuant to article 4, paragraph 4 of Law 6404/76, as amended; to CVM Ruling 361/02, as amended; and to Section X of BM&FBovespa's Novo Mercado Rules ('Novo Mercado Rules'); or (2) the exit from the Novo Mercado, with the migration of the Company to the Basic listing segment
of BM&FBovespa, irrespectively of the attainment of the legal Cancelation of registration.
condition for the
The Offer will be addressed to the totality of the Company's shares that are not directly or indirectly held by the Company's controlling shareholders.
The Offer price will be R$65.00 [sixty five reais] per share, which will be adjusted by the value of dividends, interest on net equity (juros sobre capital próprio), bonuses, splits, reverse splits, and conversions as declared or incurred between the date hereof and the date of the auction of the Offer and will be paid in Brazilian currency on the Offer settlement date.
The performance of the Offer is subject to the registration of the
Offer, the waiver of
certain legal requirements
by the CVM within the term established
by CVM Ruling 361
and to the authorization of the special auction at the trading session of BM&FBovespa. The Offer is also conditioned on the confirmation that the price to be offered meets the requirement provided in item 10.3 of the Novo Mercado Rules, to be within (or above)
the Company's shares fair price range, verified pursuant to the appraisal report foreseen in Clause 10.1 of the Novo Mercado Rules ('Appraisal Report').
Banco Itaú BBA SA was hired to act as intermediary institution of the Offer, through Itaú Corretora de Valores S.A.
The Company will call, within the next few days, an Extraordinary General Shareholders' Meeting to resolve on (a) the appointment of an expert company or institution to prepare the Appraisal Report as per item 10.1.1 of the Novo Mercado Rules (based on a three- name list of appraisers to be previously approved by the Company's Board of Directors)
conditioned on the Offer
being made; (b) the Cancellation of Registration, with the
consequent Exiting from the Novo Mercado; and (c) the Exiting from Novo Mercado, irrespectively of the attainment of the legal condition for the Cancelation of registration.
The Company's management will keep its shareholders and the market informed about the developments of the subject matter of this material fact.
Marcus Erich Thieme
Investor Relations Officer
FOR FURTHER INFORMATION, PLEASE CONTACT
Marcus Erich Thieme
Investor Relations Officer
Felipe F. Mendes Investor Relations Manager Tel: +55 (11) 3544-4900
ri@tereosinternacional.com
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