TOTVS S.A.
Publicly-Held Company
Corporate Taxpayer’s Identification (CNPJ) No. 53.113.791/0001-22
Company Registry (NIRE) No. 35.300.153.171
NOTICE TO THE MARKET
São Paulo, December 4, 2013
TOTVS S.A. (BM&FBOVESPA: TOTS3) (“Company”) informs that it has received
the official letter GAE/CREM/OFFICIAL LETTER NO. 4372/13, of December 3,
2013, sent by BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros
(“BM&FBOVESPA”), requesting further clarification on the dissenting shareholder’s
right to withdraw in connection with the acquisition by the Company of the control of
Ciashop - Soluções para Comércio Eletrônico S/A ("Ciashop"). The request is part of
the Cooperation Agreement, entered into by and between Comissão de Valores
Mobiliários (“CVM”) and BM&FBOVESPA on December 13, 2011.
Below are the transcriptions of the official letter GAE/CREM/OFFICIAL LETTER NO.
4372/13 and the clarifications provided by the Company.
I. GAE/CREM/OFFICIAL LETTER NO. 4372/13:
GAE/CREM 4372-13
December 3, 2013
Totvs S/A
Department of Investor Relations
Mr. Alexandre Fonseca Dinkelmann
Dear Sirs:
Considering the terms of the material fact of December 2, 2013, which informs the
purchase of 68.5% of the capital of Ciashop – Soluções para Comércio Eletrônico S.A.,
by Totvs Brasil Sales Ltda. (wholly-owned subsidiary of said company) and that the
Company’s shareholders will be granted the right to withdraw, in compliance with
article 256 of Law No. 6,404/76, as amended by Law No. 10,303/01, we hereby request
the provision of the following information, by December 4, 2013:
● Shareholders enrolled on which date on the Company’s records will be entitled
to the right to dissent;
● The amount of refund (reembolso) in R$ per share;
We hereby inform you this request is part of the Cooperation Agreement, entered into
by and between CVM and BM&FBOVESPA on December 13, 2011, and that failure to
fulfill such request may subject the company to the application of fine by CVM’s
Corporate Relations Office (Superintendência de Relações com Empresas – SEP), in
compliance with the provisions of CVM Instruction No. 452/07.
Best regards,
Ana Lúcia Costa Pereira
Office of Corporate Relations (Coordenadoria de Relações com Empresas)
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros
with copy to CVM – Brazilian Securities and Exchange Commission
Mr. Fernando Soares Vieira – Director of Corporate Relations
Mr. Waldir de Jesus Nobre – Director of Trading and Markets Supervision
II. CLARIFICATIONS TO THE REQUEST FOR INFORMATION
São Paulo, December 4, 2013
To Ms.
ANA LÚCIA COSTA PEREIRA
Office of Corporate Relations
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros
with copy to CVM – Brazilian Securities and Exchange Commission
Mr. Fernando Soares Vieira – Director of Corporate Relations
Mr. Waldir de Jesus Nobre – Director of Trading and Markets Supervision
RE: Reply to Official Letter GAE/CREM/OFFICIAL LETTER NO. 4372/13
TOTVS S.A.
CNPJ No. 53.113.791/0001-22
TOTVS S.A. (“Company”), acting in response to Official Letter
GAE/CREM/OFFICIAL LETTER NO. 4372/13, received on December 3, 2013, hereby
provides the following clarifications on the dissenting shareholder’s right to withdraw in
connection with the acquisition of the control of Ciashop - Soluções para Comércio
Eletrônico S/A ("Ciashop"):
(i) Shareholders that are entitled to the right to withdraw:
Pursuant to Article 137, paragraph 1 of the Brazilian Corporate Law (Law No.
6,404/76), the following shareholders are entitled to the right to withdraw: the
dissenting shareholders that held shares issued by the Company on December, 2, 2013,
(including those shareholders that purchased shares on December 2, 2013) date on
which the Material Fact was disclosed, in connection with the acquisition of the control
of Ciashop.
Shareholders that already held Company shares on December 2, 2013 and that purchase
new shares issued by the Company following said date shall not be entitled to the right
to dissent on the new purchased shares.
(ii) Amount of refund:
The amount of the refund the dissenting shareholder shall receive from the Company, in
the event of exercise of the right to withdraw, shall be of five reais and sixty centavos
(R$ 5.60) per share issued by the Company, which represents the Equity Book Value set
out in the last balance sheet, based on the Company’s financial statements as of
December 31, 2012, approved at the Annual Shareholders’ Meeting held on March 5,
2013, divided by the total number of shares issued by the Company.
It is nevertheless worth mentioning that the foregoing amount of refund may be
updated, in the event the Extraordinary Shareholders’ Meeting to be called to ratify the
acquisition of Ciashop takes place after the approval, by the Annual Shareholders’
Meeting, of the Company’s financial statements as of December 31, 2013. In said event,
the amount of refund per share to be received by dissenting shareholders in connection
with the right of withdraw shall be calculated based on the Company’s financial
statements as of December 31, 2013, and not on the Company’s financial statements as
of December 31, 2012.
Finally, it is also important to clarify that the shareholders and the market in general
shall be informed by means of the Company’s Material Fact related to the closing of the
Transaction, as well as upon the call of the Extraordinary Shareholders’ Meeting to
resolve on the ratification of the Transaction.
This is a free translation of the original Notice to the Market in Portuguese
São Paulo, December 4, 2013
Alexandre Dinkelmann
Investor Relations Officer