- Report of Foreign Issuer (6-K)
28 August 2009 - 12:08AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report of
Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
Report on
Form 6-K dated For the month of August, 2009
VOTORANTIM
PULP and PAPER INC.
(Translation
of Registrant’s Name Into English)
Alameda
Santos, 1357 - 8° andar
01419-908,
São Paulo, SP, Brazil
(Address
of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.)
(Indicate
by check 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.)
(If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b);82-________)
VOTORANTIM
CELULOSE E PAPEL S.A.
Publicly
– Held Company
CNPJ/MF:
60.643.228/0001-21
NIRE:
35.300.022.807
ARACRUZ
CELULOSE S.A.
Publicly
– Held Company
CNPJ/MF:
42.157.511/0001-61
NIRE:
32.300.025.897
MATERIAL
EVENT NOTICE
(a free translation from the document
in Portuguese filed with the Comissão de Valores Mobiliários ("CVM"), the
Brazilian Securities and Exchange Commission)
This
notice is not an offer to sell or an offer to buy securities in the United
States. Any transactions involving offers of securities referred to in this
notice cannot, and will not, be carried out by VCP, Aracruz or any of their
respective affiliates absent registration or an exemption from
registration. The stock swap merger is being conducted in Brazil
pursuant to the Brazilian Corporation Law. It involves securities of Brazilian
companies and is subject to disclosure requirements that are different from
those of the United States. The stock swap merger is being conducted pursuant to
exemptions from registration provided under the U.S. Securities Act of 1933, as
amended. The new VCP common shares that will be distributed to Aracruz
shareholders in connection with the stock swap merger, if approved, have not yet
been registered with the Securities and Exchange Commission, or the SEC. If the
stock swap merger is approved, VCP intends to (1) register the new VCP common
shares with the SEC under the U.S. Securities Exchange Act of 1934, as amended,
and (2) submit a listing application to the New York Stock Exchange for the new
VCP ADSs that, in each case, will be distributed to holders of Aracruz shares
and ADSs, respectively, as a result of the stock swap merger. Neither
Aracruz nor VCP or any of their respective affiliates is asking you to send them
a proxy and you are requested not to send a proxy to VCP, Aracruz or any of
their respective affiliates.
Managements
of Votorantim Celulose e Papel S.A. ("VCP") and Aracruz Celulose S.A.
("Aracruz") hereby inform the market that their respective Extraordinary General
Shareholders' Meetings (the "EGMs") were reinitiated and concluded on this date.
Both EGMs approved the merger of the Aracruz shares, not held directly or
indirectly by VCP, into VCP's asset base (the "Stock Swap Merger").
The EGMs
also approved the adoption of a single Stock Swap Merger exchange ratio of
0.1347 VCP common share for each and every one of the Aracruz shares,
irrespective of their class. The adoption of a single stock swap merger exchange
ratio will result in the issuance of 77,770,294 (seventy seven million, seven
hundred seventy thousand, two hundred ninety four) new VCP common shares, at a
price per share of R$17.00 (seventeen
reais
), thereby increasing
VCP's shareholders' equity in R$1,322,094,988.00 (one billion, three hundred and
twenty two million, ninety four thousand, nine hundred eighty eight
reais
), of which
R$529,842,603.00 (five hundred twenty nine million, eight hundred forty two
thousand, six hundred three
reais
) will be allocated to
VCP's capital account, and R$792,252,395.00 (seven hundred ninety two million,
two hundred fifty two thousand, three hundred ninety five
reais
) will be allocated to
VCP's capital reserve account.
The
approval of the Stock Swap Merger does not give rise to appraisal rights to
holders of VCP common shares, nor to Aracruz Class B preferred shares, since the
Aracruz Class B Preferred Shares meet the liquidity and dispersion criteria
established in subitems "a" and "b" of subsection II of article 137 of Law no.
6,404/76 (the "Brazilian Corporation Law").
However,
the approval of the Stock Swap Merger gives rise to appraisal rights to holders
of Aracruz common and Class A Preferred Shares. The timetable and procedures for
the exercise of such appraisal rights will be published by means of a Notice to
Shareholders to be released on August 27, 2009 through the CVM's website for
public company filings (IPE) and published on August 28, 2009 in the Official
Gazette of the State of Espírito Santo, the Valor Econômico newspaper and the A
Gazeta newspaper.
Managements
of VCP and Aracruz also inform that, on August 26, 2009, the Justice on Duty for
the Second Section for Private Law of the São Paulo State Court of Appeals
denied the request for injunctive relief argued in an Interlocutory Appeal filed
by ACO Fundo de Investimento Multimercado - Investimento no Exterior, referred
to in the Material Event Notice of August 24, 2009, and also ruled out the
condition precedent and the condition subsequent imposed on the EGMs.
Accordingly, the São Paulo State Court of Appeals allowed that "the resolutions
approved at the EGMs produce their inherent effects." Such decision is
appealable.
São
Paulo, August 26, 2009
Votorantim
Celulose e Papel S.A.
Paulo
Prignolato
Investor
Relations Officer
|
Aracruz
Celulose S.A.
Marcos
Grodetzky
Investor
Relations Officer
|
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