Weg S.A.
CNPJ/MF Nº 84.429.695/0001-11
Trafo Equipamentos Elétricos S.A.
CNPJ/MF Nº 90.286.105/0001-41
MATERIAL FACT
1.
TRAFO EQUIPAMENTOS ELÉTRICOS S.A. (“Company” or “TRAFO”) and WEG S.A.,
through its subsidiary WEG EQUIPAMENTOS ELÉTRICOS S.A. (“WEG EQUIPAMENTOS”),
inform their shareholders and the general market that in March 6, 2007 was signed a Contract
for Sale and Acquisition of Shares of Trafo Equipamentos Elétricos S/A and Other
Agreements (the “Contract”) with the shareholders that form the controlling block of
Company, by means of which WEG EQUIPAMENTOS acquired and the above-mentioned
shareholders sold the control of Company.
2.
WEG EQUIPAMENTOS is a corporation registered under C.N.P.J.M.F. nº 07.175.725/000160, headquartered in Jaraguá do Sul, State of Santa Catarina, at Avenida Prefeito Waldemar
Grubba, 3300 – 1º floor, operating in Brazil in several manufacturing and commercialization
activities, among those we highlight electric motors, energy transformers and industrial
automation.
3.
The shareholders that form the controlling block of the Company are: Alexander Bialer,
resident in São Paulo/SP, CPF/MF nº 029.379.568-15; Antônio Pitt Neto, resident in Bento
Gonçalves/RS, CPF/MF nº 680.031.610-53; Flavia Helena Pitt Aveline, resident in Porto
Alegre/RS, CPF/MF nº 210.932.450-34; Gioconda Fianco Pitt, resident in Bento
Gonçalves/RS, CPF/MF nº 713.842.350-00; João Antonio Lopes Filho, resident in
Barueri/SP, CPF/MF nº 022.485.438-03; Maria de Lourdes Torres Assunção, resident in São
Paulo/SP, CPF/MF nº 201.430.608-72; Paula Guazzelli de Souza, resident in São Paulo/SP,
CPF/MF nº 280.338.680-15; Vadis Domingos Pitt, resident in Bento Gonçalves/RS, CPF/MF
nº 006.687.100-04; Walter Appel, resident in São Paulo/SP, CPF/MF nº 345.684.178-72; e
William Peixoto Coura, resident in Porto Alegre/RS, CPF/MF nº 009.950.616-53.
4.
The control block of the Company acquired by WEG EQUIPAMENTOS at this date is
representative of a total of 15,194,595 (fifteen million, one hundred and ninety four thousand,
five hundred and ninety five) ordinary shares, equivalent to 91.93% of total of issued ordinary
shares, and 3,508,231 (three million, five hundred and eight thousand, two hundred and thirty
one), equivalent to 16.01% of total issued preferred shares, totalizing 18,702,826 (eighteen
million, seven hundred and two thousand, eight hundred twenty six) shares, which represents
48.65% of total capital stock (“Control Shares”) and 3,588 convertible bonds issued by the
Company. The above-mentioned bonds warrant the titleholders the option of converting them
into 1,506,960 ordinary shares and 1,506,960 preferred shares to be issued by the Company.
5.
According to the terms of the Shares Acquisition Contract, the conclusion of the acquisition of
the control of the Company contemplates a Public Offering for the Acquisition of remaining
float of ordinary shares issue by the Company, in accordance to article. 254-A of Law
6.404/76 and Instruction CVM nº 361, from March 05, 2002. The convertible bondholders that
convert the bonds into shares before the aforementioned offering will be eligible to sell the
ordinary shares resulting from such conversion at the offering price.
6.
WEG EQUIPAMENTOS declares, at this moment, its intention to promote, within a year from
this date, the cancellation the registration of the Company as a Listed Corporation. Banco
This is a convenience translation of the Material Fact (“Fato Relevante”) originally
published in Portuguese at this date
UBS Pactual S.A and Ernst & Young were contracted to intermediate the Public Offering and
prepare a valuation appraisal of the Company, respectively.
7.
The price of the Control Shares was R$2.6453 per share.
8.
With this acquisition of control WEG will strength its strategic positioning in Brazilian market of
transformers and substations, which has been one of the fastest growing areas in its portfolio
of businesses.
São Paulo, March 6, 2007
Weg S.A.
Trafo Equipamentos Elétricos S.A.
Alidor Lueders
Investor Relations Officer
Marcos Andreati Perillo
Investor Relations Officer
This is a convenience translation of the Material Fact (“Fato Relevante”) originally
published in Portuguese at this date