ALL – AMÉRICA LATINA LOGÍSTICA S.A.
Corporate Taxpayer ID (CNPJ/MF): 02.387.241/0001-60
Company Registry (NIRE): 413 00 019886
Publicly-Held Company
Category A
ALL – AMÉRICA LATINA
LOGÍSTICA MALHA NORTE S.A.
Corporate Taxpayer ID (CNPJ/MF):
24.962.466/0001-36
Company Registry (NIRE):
51.300.004.453
Publicly-Held Company
Category A
ALL – AMÉRICA LATINA
LOGÍSTICA MALHA OESTE S.A.
Corporate Taxpayer ID (CNPJ/MF)
39.115.514/0001-28
Company Registry (NIRE):
35.300.156.200
Publicly-Held Company
Category B
ALL – AMÉRICA LATINA
LOGÍSTICA MALHA PAULISTA S.A.
Corporate Taxpayer ID (CNPJ/MF):
02.502.844/0001-66
Company Registry (NIRE):
35.300.155.181
Publicly-Held Company
Category B
ALL – AMÉRICA LATINA
LOGÍSTICA MALHA SUL S.A.
Corporate Taxpayer ID (CNPJ/MF):
01.258.944/0001-26
Company Registry (NIRE): 41300019959
Publicly-Held Company
Category B
MATERIAL FACT
ALL – AMÉRICA LATINA LOGÍSTICA S.A. (“ALL”), the parent company of
ALL – AMÉRICA LATINA LOGÍSTICA MALHA NORTE S.A., ALL –
AMÉRICA LATINA LOGÍSTICA MALHA OESTE S.A., ALL – AMÉRICA
LATINA LOGÍSTICA MALHA SUL S.A. e da ALL – AMÉRICA LATINA
LOGÍSTICA MALHA PAULISTA S.A., (together, the “ALL Group”), hereby
informs, as a complement to the Material Facts released on February 24, 2014 and April
1, 2014, that, on this date, ALL's Board of Directors approved the proposal sent, on
February 24, 2014, to ALL by RUMO LOGÍSTICA OPERADORA
MULTIMODAL S.A. (“Rumo”), aiming to combining the operations of ALL with
those of Rumo, through the merger of ALL´s shares into Rumo, under the terms of
Article 252 of Law 6404/76 (“Merger” and “Proposal”, respectively). With the approval
of the Proposal by ALL’s Board of Directors, the Proposal, which was already binding
for Rumo, also became a valid and binding obligation for ALL.
As a result of the Proposal’s approval, the Board of Directors of ALL and Rumo signed,
on this date, the Protocol and Justification for the Merger of the Shares Issued by ALL América Latina Logística S.A. into Rumo Logística Operadora Multimodal S.A.
(“Protocol and Justification”).
The Merger will be submitted for deliberation to ALL’s shareholders, who will meet in
an Extraordinary Shareholders’ Meeting to be convened in due course.
If the Merger is approved by ALL's Extraordinary Shareholders’ Meeting, the
consummation of the Merger will be conditioned on approval by the Brazilian Antitrust
Authority (“CADE”), the National Land Transportation Agency (“ANTT”), as well as
other public agencies whose prior authorizations are needed and any precedent
conditions set forth in the Proposal.
Additional information regarding the Merger required under the terms of CVM
Instruction 319/99 and other applicable regulations will be the subject of a new material
fact to be released in due course. The documents relative to the Merger will be available
to ALL's shareholders from the date of publication of the call notice for ALL’s
Extraordinary Shareholders’ Meeting that will resolve on the cited Merger.
The ALL Group will keep its shareholders and the market informed of the matters
covered in this Material Fact.
Curitiba, April 15, 2014.
Rodrigo Barros de Moura Campos
Chief Financial and Investor Relations Officer