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takeover bid on cimpor

communications by the offeror - intercement austria holding gmbh
 
disclosure date 
29/05/2012 prospectus of the takeover bid on the shares representing the capital of cimpor - cimentos de portugal, sgps, sa launched by intercement austria holding gmbh
29/05/2012

launch announcement of the takeover bid on the shares representing the capital of cimpor - cimentos de portugal, sgps, sa launched by intercement austria holding gmbh

30/03/2012

 

communications by the target company 
 
disclosure date         
18/05/2012

cimpor announces cades attorney general opinion (english version)

15/05/2012 cimpor announces amendment to drafting error in the update of the management board report concerning the intercement offer - camargo corrêa

11/05/2012

updated report by cimpor's board of directors on the opportunity and conditions of the bid

07/05/2012

statement by cimpor concerning a communication from votorantim to intercement on not intending to sell its stake in the takeover bid and on receiving the new version of the prospectus. 

13/04/2012

report by cimpor's board of directors on the opportunity and conditions of the bid (english version)

                       
 
communications by other entities 
 
disclosure date        
05/04/2012 statement by banco comercial português, sa concerning decision by pensõesgere – sociedade gestora de fundos de pensões, sa of disposing its stake in cimpor in the bid

30/03/2012

statement by caixa geral de depósitos, sa on the decision to sell its stake in cimpor in the bid

 

communications by the cmvm 
 
disclosure date         
29/05/2012 cmvm registers intercement's takeover bid on cimpor

 

clarifications sought by the cmvm 
 
disclosure daterequest for clarification

09/04/2012

request for clarification from pedro queiroz pereira concerning the alternative tender put forward by semapa

09/04/2012response by pedro queiroz pereira

 

disclosure daterequest for clarification

09/04/2012

request to semapa for disclosure of information to the market regarding alternative tender made to cimpor's shareholders

09/04/2012

statement by semapa 12 kb

 

applications submitted by the offeror 

the offeror has not submitted any application.

applications submitted by the target company 
 
application date

9 april 2012

summary of cimpor's application 

requires the cmvm to confirm the end date of deadline for submitting the report by cimpor's board of directors on the opportunity and conditions of the bid, as the target company's board of directors in the takeover bid in progress and taking into account the rationale behind article 181/1 of the securities code.

it states that balancing and protecting the interests at stake may involve extending the deadline for disclosing the report by cimpor's board of directors for one working day.

response date

11 april 2012

summary of cmvm's reply 

the interpretation adopted by the cmvm as to the deadline laid down in article 181/1 of the securities codes (deadline for submitting the report by cimpor's board of directors on the opportunity and conditions of the bid) is that it is dealing with eight calendar days, as it deemed that, balancing the interests concerned, the legislator being in favour of speed for disclosing the report, complied with the efforts so required from the target company's board of directors for drawing up the relevant report.

since this is a deadline laid down by law and as there is no enabling rule to this effect, the cmvm may not rule on any postponement of the deadline for compliance with the duty concerned.

 

application date

9 april 2012

summary of cimpor's application 

requires that the cmvm rules on the restrictions not being applicable to the cimpor's board of directors as target company, pursuant to article 182 of the securities code in the takeover bid under way.

response date

13 april 2012

summary of cmvm's reply

taking into account the information set out in § 14 of the takeover bid's preliminary announcement disclosed by the offeror - intercement austria holding gmbh in accordance with article 176/1/h) of the securities code, the provision for the rule envisaged in article 182/6 of said code should be regarded as confirmed and therefore the framework envisaged in the latter article does not apply to this takeover bid.

 

application date

4 may 2012

summary of cimpor's application

requires the cmvm to confirm the end date of deadline for submitting the revised report by cimpor's board of directors on the opportunity and conditions of the bid in the wake of revised drafts of the bid's documents and pursuant to articles 7 and 181 of the securities code.

it considers that a time-period shorter than eight days (until 14 may) will not protect the ratio in article 181/1 and /2 of the securities code.

response date

7 may 2012

summary of cmvm's reply

the cmvm ruled to extend for two days (until 11 may) the 5-day period originally granted to cimpor for updating the board of directors' report on the opportunity and conditions of the bid.   

 

other applications
 
application sate

8 may 2012

summary of  investifino's application

calls for the cmvm:
  - to stipulate that the proposal referred to in the communiqué (of intercement), the subject of discussions between the offeror and votorantim concerning the exchange of cimpor's assets for shares, requires prior authorisation from the cmvm, with a statement of opinion by the target company, pursuant to article 180/1/a) of the securities code;
  - alternatively, in the event of the previous application not going ahead, ensure that the procedures aimed at securing subsequent compensation for shareholders who accept the takeover bid will be adopted and indicated in the prospectus, if it is shown that there were hypothetical errors in appraising the assets that were subject to exchange;
  - o
n the assumption that the bid's time limit shall be appropriate to the interests and the weighting required for the bid's recipients, ensure that the risks to investors who accept is clarified, in the event of the new brazilian law on competition applying, which will come into force on 29th may, and that same is mentioned in the prospectus.

date

10 may 2012

                cmvm asks offeror to comment on investifino's application.

 

presentations submitted to the cmvm 
 
date of presentation

18 april 2012

summary of presentation by investifino  

requests that the cmvm pays close attention so that the bid's prospectus to be disclosed complies with the legal requirements envisaged in the securities code insofar as the adequacy and quality of information for investors and the need for a longer deadline, of at least five weeks, for the offer's acceptances.

 

date of presentation            

23 april / 7, 16 & 30 may 2012

summary of presentation by atm - associação de investidores e analistas técnicos do mercado de capitais                 

points out to the cmvm a series of facts and circumstances indicating the need for appointing an independent auditor to determine the offer's consideration, as the consideration indicated by the offeror in the preliminary announcement can not be regarded as fair unless the lack of "special advantages not covered in the price" is confirmed.  the queries previously raised are reaffirmed in the other presentations.                                            

date of presentation

11 june 2012

summary of cmvm's reply it is hereby clarified that:
  • analysis of the information relating to commitments and negotiations that took place between the parties concerned and  are duly explained in the approved prospectus, namely, the decision to sell by the caixa geral de depósitos and the discussions between intercement and votorantim, which started after the preliminary announcement was published, led to the cmvm's understanding that the voting rights of the camargo corrêa group and votorantim are mutually attributable pursuant to article 20/1/c) and /h) of the securities code, and are also attributable to the stake held by caixa geral de deposits in cimpor, in accordance with subparagraph e) of said article;
  • from the facts contained in the case concerning contacts between the offeror and caixa geral de depósitos it was not found that the consideration was established by means of private negotiation, which, for legal reasons, would necessarily require substantial evidence of that negotiation;
  • even though this was not the case, the fact that there is private negotiation would not in itself imply the appointment of an independent auditor, as the legal presumption of inequality is liable to be rebutted under general law;
  • the fact that the consideration has been accepted by another unrelated shareholder does not indicate a lack of fairness in the consideration offered.

 

date of presentation

24 april 2012

summary of presentation by alura capital partners fund sicav 

regards as being of interest to all cimpor's shareholders that camargo provides supplementary information which would answer the points raised in the report by the cimpor's board of directors dated 13 april, especially the following:
  - taking into consideration that cimpor would be controlled by a group of companies owned by one family, what specific safeguards at corporate governance level are outlined so as to protect the minority shareholders;
  - how will the offeror identify the risk of minority shareholders undergoing a substantial dilution as a result of the proposed incorporation of certain assets and business areas of the offeror in cimpor;
  - taking into account that the use of compulsory takeover mechanism is not envisaged by the offeror, how will said offeror ensure that minority shareholders will share the value generated;
  - what is the offeror's plan for easing the probability of low liquidity in cimpor's  shares and maintain a dividend policy that is consistent with the  minority shareholders' remuneration in the past.