SOUZA CRUZ S.A.
CNPJ/MF n. 33.009.911/0001-39
Publicly-held Company
CVM Code n. 4057
MATERIAL FACT
In compliance with Article 157 of Law 6.404, dated December 15, 1976 (“Law 6.404/76”) and
CVM Rule no. 358/02, and in addition to the material fact announcement disclosed on
February 23, 2015 (“First Announcement”), Souza Cruz S.A. (“Company”) hereby discloses to
the market and the shareholders of the Company that the controlling shareholder of the
Company, informed that it, through its controlled company, British American Tobacco
Americas Prestação de Serviços Ltda. (“Offeror”), filed with the Comissão de Valores
Mobiliários (“CVM”), on the date hereof, a request for the registration of a tender offer to
acquire up to all the free float common shares of the Company representing, as of February
20, 2015, 24.74%, of the Company´s corporate capital, which corresponds to 378,068,610
shares (“Shares”), aiming to delist the Company as a publicly-held company, pursuant to
Article 4, paragraph 4, of Law 6.404/76 and Article 16 of CVM Rule 361 dated March 5, 2002,
as modified (“CVM Rule 361/02” and “Offer”, respectively).
The Offer will be launched by the Offeror, at the price per share of R$26.75, to be reduced by
the amount of dividends and interest on own capital declared by the Company until the
auction date (“Price”). The Price shall be paid in cash, in Brazilian Reais, and is approximately
30% higher than the volume-weighted average of the closing price of Company’s shares over
the last 3 months prior to the date of First Announcement.
The Price is above the value range of Company’s economic value, as assessed by the appraisal
report prepared by N M Rothschild & Sons (Brasil) Ltda. for the purposes and in accordance
with Articles 8 and 16 of CVM Rule 361/02 and Article 4, paragraph 4, of the Brazilian
Corporate Law (“Appraisal Report”), which on the date hereof is made available to the
Company’s shareholders for the purposes of article 24, item I, of CVM Rule 361/02 and article
4-A, paragraph 1 of Law 6.404/76, prompting the period provided for in the latter article to
begin as of the date of this material fact.
In addition to the prior approval by the CVM, the completion of Offer is subject to the
satisfaction of certain conditions precedent, among which the acceptance of the Offer by at
least 2/3 of the holders of free float shares that qualify for the auction. All other terms and
conditions applicable to the Offer are described in further details in the form of notice (Edital),
which is still subject to CVM’s analysis and approval.
The Company informs that the Offeror has retained the services of Banco Santander (Brasil)
S.A. (“Santander”), Deutsche Bank S.A. – Banco Alemão and UBS Brasil Corretora de Câmbio,
Títulos e Valores Mobiliários S.A., as the intermediaries of the Offer, with Santander acting as
the intermediary responsible for the financial settlement of the Offer, pursuant to article 7,
paragraph 4, of CVM Rule 361/02.
The draft of the form of notice (Edital) and the appraisal report submitted to CVM’s approval
on the date hereof will be available for consultation by the shareholders also as of the date
hereof at the following website: www.cvm.gov.br (in this website, at section “Acesso Rápido”,
click on “OPAs”, then click on “Em análise”, later click on “Souza Cruz S.A.” and finally click on
“Edital” or “Laudo de Avaliação”, as applicable). ). The appraisal report will also be available for
consultation by the shareholders as of the date hereof (A) at the following websites: (i)
www.cvm.gov.br (in this website, at section “Acesso Rápido” click on “ITR, DFP, IAN, IPE, FC, FR
e outras informações”, then type “Souza Cruz”, after that click on “Souza Cruz S.A.” and
“Dados Econômico-Financeiro”); (ii) www.bmfbovespa.com.br (in this website, on the tab
“Serviços”, click on “Leilões”, and then click on “Bolsa de Valores”); and (iii)
www.souzacruz.com.br (in this website click on "Investors”, then click on "Corporate
Governance", then click on "Tender Offer" and then click on "Appraisal Report"); and (B) at the
main offices of the Offeror, of the intermediaries and of the Company.
The Company will keep the market and the shareholders informed on any developments of the
offer, pursuant to information provided by the Offeror and to the applicable rules.
Rio de Janeiro, March 2nd, 2015.
Leonardo Forner Senra
Investor Relations’ Officer
SOUZA CRUZ S.A.