Filer:
Ultrapar Participações S.A.
Issuer:
Ultrapar Participações S.A.
Subject
of
the offer: Refinaria de Petróleo Ipiranga S.A.,
Distribuidora
de Produtos de Petróleo Ipiranga S.A. and
Companhia
Brasileira de Petróleo Ipiranga S.A.
Commission
File Number: 001-14950
DISTRIBUIDORA
DE PRODUTOS DE PETRÓLEO IPIRANGA S.A.
NIRE
43.3.00004821 - CNPJ/MF 92.689.256/0001-76
Publicly
Traded Company
Minutes
of
a meeting of the Board of Directors
Held
on
November 12, 2007
1. Date,
Time and Location. Held on November 12, 2007 at 3 p.m. at Rua Antonio Carlos,
Nº
434, in the City of São Paulo, in the State of São Paulo.
2. Convening
and Presence. Duly convened and assembled, with the presence of (including
participants by telephone) Mrs. Pedro Wongtschowski, André Covre, Eduardo de
Toledo, José Roberto Opice, Roberto Kutschat Neto and José Afonso Alves
Castanheira, members of the Board of Directors of Distribuidora de Produtos
de
Petróleo Ipiranga (“DPPI”) in accordance with Articles 9 and 10 of the
DPPI’s bylaws. Present also, under the terms of Article 163, §3º of Law Nº
6.404/76, were members of the Fiscal Council of DPPI, Mrs. Ubaldo Evangelista
Neto, Carlos Mello and Eliana Chimenti, the executive officers of DPPI, Srs.
Leocadio de Almeida Antunes Filho and Sergio Roberto Weyne Ferreira da Costa,
and representatives of KPMG Independent Auditors (“KPMG”), Banco de
Investimentos Credit Suisse (Brasil) S.A. (“Credit Suisse”) Apsis
Consultoria Empresarial S/C Ltda. (“Apsis”), Mrs. Alexandre Heinerman,
Marco Gonçalves and Luiz Paulo César Silveira, respectively.
3. Presiding
at the Board. Pedro Wongtschowski - Chairman and André Covre -
Secretary.
4. Deliberated
Matters. The Presiding Chairman announced that the object of the meeting was
to
deliberate on the exchange of shares issued by DPPI by Ultrapar Participações
S.A. (“ULTRAPAR”) (“Share Exchange”). The members of the Board of
Directors recognized that the Share Exchange is of the interest of DPPI,
which will be strengthened together with the other companies of the Ipiranga
Group, and their shareholders, in order to simplify the corporate structure
of
the Ipiranga Group, concentrating all the shareholders into one publicly-traded
company, aligning the interests of all the shareholders, increasing market
capitalization and share liquidity, and participating in a company recognized
for its high corporate governance standards. After the presentation of
the
necessary clarifications by the Executive Officers, the members of the Board
of
Directors examined and discussed the documents sent by the Executive Officers,
including the “Protocol and
Justification for the Exchange of Shares issued by Distribuidora de Produtos
de
Petróleo Ipiranga S.A. by Ultrapar Participações S.A.” and the documents
referred to therein. In particular, considering the position of certain minority
shareholders in relation to the intended Share Exchange, they carefully examined
and discussed the results of the valuation reports prepared by Deutsche Bank
Securities Inc. (“Deutsche Bank”) and Credit Suisse according to which DPPI and
ULTRAPAR were evaluated in order to establish the exchange ratio between the
shares of DPPI and ULTRAPAR. Although the members of the Board had previously
discussed with Credit Suisse, they requested additional clarification to Credit
Suisse representatives related to the
final
version of the document.
Subsequently, the members of the Board inquired the representatives of Credit
Suisse, Apsis and KPMG if they, as specialists on this subject, considered
all
the pertinent legal requirements on the elaboration of their respective
valuation reports, in particular Brazilian Corporate Law, regulations of the
CVM
(Brazilian Securities and Exchange Commission) and generally accepted accounting
practices, to which the representatives of the three companies each individually
confirmed the complete conformity of their respective valuation reports to
the
legal precepts applicable, with the representatives of Credit Suisse in addition
confirming, based on the valuation report that they prepared, that the exchange
ratio offered for the Share Exchange, is adequate. Based on this examination
and
discussion and also considering the discussion at the meeting of the Board
of
Directors on November 6, 2007, during which the representatives of Credit Suisse
answered to queries and clarified questions of the members present, in
accordance with the minutes of such meeting, the members concluded, in their
best judgement, that these valuation reports were prepared according to the
concepts and assumptions which these banks used freely and independently in
the
exercising of their tasks. Thus, exercising their fiduciary duty in the
fulfilment of their responsibilities, under the terms of articles 153, 154
and
155 of Law Nº 6.404/76, and having verified that the documents referred to below
and the Share Exchange conform to legal and statutory requirements, decided
to
submit the proposal for the Share Exchange to the approval of the shareholders
of DPPI, under the terms and conditions of the “ Protocol and
Justification for the Exchange of Shares issued by
Distribuidora de Produtos de
Petróleo Ipiranga S.A by Ultrapar Participações S.A.”, and its annexes,
signed by the executive officers of DPPI and ULTRAPAR on November 9, 2007.
The
Board of Directors authorised the Executive Officers to provide the publication
of the relevant notice and Convening Notice for the convening of an
Extraordinary Shareholders Meeting to deliberate on the Share Exchange, as
well
as practice all the necessary acts to implement these operation. Given the
previous deliberations, the Board of Directors decided to convene the Special
Shareholders Meeting to deliberate and approve the intended Share Exchange,
for
December 18, 2007.
5. Quorum
for deliberations: All the deliberations above were voted on and approved
unanimously.
6. Closing
of the meeting. The Presiding Chairman, having offered the opportunity for
any
party to pronounce, none having done, declared the meeting closed, the minutes
of which being duly transcript, read and approved by all those present
undersigned.
São
Paulo,
November 12, 2007.
Compared
with original
in
registry book.
Forward-Looking
Statements
This
document may include “forward-looking statements” within the meaning of the
“safe harbor” provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,”
“outlook,” “project” and other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. Investors are cautioned that such forward-looking statements
with respect to revenues, earnings, performance, strategies, prospects
and other
aspects of the businesses of Ultrapar Participações S.A. (“Ultrapar”), Refinaria
de Petróleo Ipiranga S.A. (“RPI”), Distribuidora de Produtos de Petróleo
Ipiranga S.A. (“DPPI”), Companhia Brasileira de Petróleo Ipiranga (“CBPI” and
together with RPI and DPPI, the “Target Companies”) and the combined group after
completion of the proposed transaction are based on current expectations
that
are subject to risks and uncertainties. A number of factors could cause
actual
results or outcomes to differ materially from those indicated by such
forward-looking statements. These factors include, but are not limited
to, the
following risks and uncertainties: those set forth in Ultrapar’s filings with
the Securities and Exchange Commission (“SEC”), the failure to obtain and retain
expected synergies from the proposed transaction, failure of Ultrapar
stockholders to approve the related share exchange, delays in obtaining,
or
adverse conditions contained in, any required regulatory approvals,
failure to
consummate or delay in consummating the transaction for other reasons,
changes
in laws or regulations and other similar factors. Readers are
referred to Ultrapar’s most recent reports filed with the
SEC. Ultrapar and the Target Companies are under no obligation to
(and expressly disclaim any such obligation to) update or alter their
forward-looking statements whether as a result of new information,
future events
or otherwise.
Additional
Information and Where to Find It
This
document relates to a proposed transaction involving Ultrapar and the
Target
Companies. In connection with the proposed transaction, Ultrapar has
filed with
the SEC a registration statement on Form F-4 (File no. 333-146406)
(the
“Registration Statement”) to register Ultrapar preferred shares to be issued in
the proposed transaction and that includes a prospectus of Ultrapar.
Ultrapar
has also filed, and intends to continue to file, additional relevant
materials
with the SEC. The Registration Statement and the related prospectus
contain
important information about Ultrapar, the Target Companies, the proposed
transaction and related matters. Investors will be able
to obtain copies of the offering document and other documents from
the SEC's
Public Reference Room at 450 Fifth Street N.W., Washington D.C., 20549.
Please
call the SEC at 1-800-SEC-0330 for further information on the Public
Reference
Room. The documents may also be obtained from the website maintained
by the SEC
at http://www.sec.gov, which contains reports and other information
regarding
registrants that file electronically with the SEC. Ultrapar has also
filed
certain documents with the Comissão de Valores Mobiliários, the
Brazilian securities commission, which are available on the CVM’s website at
http://www.cvm.gov.br. In addition, documents (including any exhibits)
filed with the SEC or CVM by Ultrapar will be available free of charge
from the
Investor Relations office of Ultrapar Participações S.A., located at Avenida
Brigadeiro Luis Antonio, 1343, 9º Andar São Paulo, SP, Brazil 01317-910, tel:
011-55-11-3177-6695. SHAREHOLDERS OF THE TARGET COMPANIES ARE URGED TO
READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROSPECTUS, BECAUSE THEY
CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.