The International Comparative Legal Guide To

Mergers & Acquisitions 2011

A practical cross-border insight into mergers & acquisitions
Published by Global Legal Group with contributions from: Albuquerque & Associados Arzinger Ashurst LLP Bech-Bruun Boss & Young, Attorneys at Law Brando Teixeira Sociedade de Advogados Cardenas & Cardenas Abogados Cravath, Swaine & Moore LLP Debarliev, Dameski & Kelesoska Attorneys at Law Dittmar & Indrenius Elvinger, Hoss & Prussen Eubelius Fenech Farrugia Fiott Legal Garrigues Georgiades & Pelides LLC Gide Loyrette Nouel Goltsblat BLP Guyer & Regules Herbert Smith LLP Kalo & Associates Koep & Partners Lenz & Staehelin Mannheimer Swartling Advokatbyr AB Meitar Liquornik Geva & Leshem Brandwein Nishimura & Asahi Pachiu & Associates PRA Law Offices Schoenherr Selvam LLC Skadden, Arps, Slate, Meagher & Flom LLP Slaughter and May Steenstrup Stordrange DA Stikeman Elliott LLP SZA Schilling, Zutt & Anschutz Udo Udoma & Belo-Osagie uri i Partneri law firm

Chapter 9

Brazil
Brando Teixeira Sociedade de Advogados
Maria P.Q. Brando Teixeira

1 Relevant Authorities and Legislation

1.1 What regulates M&A?

by Brazilians. As an exception and based on national security reasons, foreign investment is forbidden in the following activities: nuclear energy; healthcare; postal and telegraph services; and the aerospace industry. In addition, foreign investments in the following activities are somehow restricted and must observe specific conditions, to wit: (I) Rural property - As a general rule, there are no restrictions on foreigners holding real estate in the cities (urban lands). However, the direct or indirect acquisition of real estate (urban or rural) by foreigners in the boundary zone of Brazilian territory (an area that runs parallel to the boundary line at a distance of 150km), is subject to prior approval by the Brazilian National Defence Council. Also, there are certain specific restrictions on foreigners owning rural land all over the country and such same restrictions apply to Brazilian companies controlled by foreigners. The main restrictions include: the exploitation project of a given Brazilian rural land by foreigners (or Brazilian companies controlled by foreigners) must first be approved by the Brazilian Agriculture State Department (INCRA); foreigners (or Brazilian companies controlled by foreigners) cannot own rural land in excess of 25% of a given municipalitys total rural land area; and foreigners (or Brazilian companies controlled by foreigners) of the same nationality cannot own rural land representing more than 40% of the total rural land area considered for foreigners in any Brazilian municipality as per previous item. (II) Financial institutions - There are restrictions to foreigners holding equity interest in financial institutions and insurance companies. However, such restrictions may be overcome if such is deemed relevant for national reasons as defined by the President of the Republic. Public air services operation - 80% of any company engaged in public air transportation must be directly or indirectly held by Brazilians and such companies must be exclusively managed by Brazilians.

The most relevant rules that govern Brazilian M&A are as follows: the Corporation Law (Law n. 6.404, of 15 December 1976, as amended) (the Corporation Law) which governs privately and publicly held corporations, all business reorganisation structures, shareholders agreements, hostile takeovers and tender offers; the Antitrust Law (Law n 8.884, of 11 June 1994, as amended) which governs the terms and conditions for approval of business purchases that have an impact on competition according to certain thresholds (the Antitrust Law); the Brazilian Securities and Exchange Commission Regulations (the CVM - Comisso de Valores Mobilirios), which are applicable to business combinations of publicly held corporations; and the rules issued by Central Bank of Brazil (the BACEN), which are applicable to business combinations whenever (i) one of parties is a foreign investor in Brazil or the target Brazilian entity has previously received foreign investment and, also, (ii) the parties are financial institutions. There are also sparse regulations involving tax, labour, criminal, real estate and other aspects of business combination as the case may be. In particular, purchase and sale agreements and any and all other agreements are generally governed by the Civil Code.
1.2 Are there different rules for different types of public companies?

The rules are the same for all types of public companies traded in Brazil. There are no Brazilian companies that are only traded out of the Brazilian jurisdiction they must be traded in Brazil in order to be traded abroad. Companies that are no longer traded are subject to the same rules but are not subject to the rulings of CVM. Companies that are no longer traded do not have a wide shareholders base as they must do a public offer and significantly buy the shareholding of minority shareholders in order to close their capital.
1.3 Are there special rules for foreign buyers?

(III)

(IV) Newspapers, magazines, radio and television ownership and management - 70% of the voting corporate equity interest in communication companies must be directly or indirectly held by native Brazilian or Brazilians with citizenship for more than 10 years. Also, the management shall be exclusively performed by native Brazilians or those with citizenship for more than 10 years.
1.4 Are there any special sector-related rules?

There are very few restrictions to foreign investment in Brazil. Brazilian companies held by foreigners, as controllers or as investors, are deemed to be Brazilian companies with same rights and subject to the same rules applicable to Brazilian companies held

Business combinations involving specific industries or businesses

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such as banking and financial institutions, energy, mining, aviation, communication, health services, press, radio, television and insurance companies are subject to special sector rules. Accordingly, any player in any these activities depends on approval by regulatory agencies and in some cases (banking, for instance) on approval by the president of Brazil.
1.5 What are the principal sources of liability?

Brazil
companies with complementary skills and expertise enter into a contractual arrangement to develop a specific project; and hostile takeovers of publicly held corporations.
2.2 What advisers do the parties need?

The main non-contractual responsibility faced by a purchaser of a public traded company is to make a tender offer for minority shareholders. Under the law and as ruled by CVM, any purchase of the controlling shareholding of a public traded company is subject to a tender offer by the purchaser to acquire the shares held by minority shareholders at a price not lower than 80% of the price paid per share to the controlling shareholder(s). Other relevant responsibilities faced by purchasers (and also sellers) are the high standard rules applicable to disclosure liability and the very strict civil and criminal rules that apply to insider trading. CVM carefully follows up the negotiations that may impact the ownership of traded companies and rapidly challenges and investigates any minimum sign of breach of applicable laws.

The parties need to retain attorneys to do the legal due diligence investigation and to prepare and negotiate the purchase and sale agreements and other applicable documents (as for example, the tender offer documents). Additionally, they must retain auditors for accounting and fiscal due diligence review and, depending on the type of business, also advisors on anti-trust filing (attorneys and economists) and other regulatory matters. Experts must further be retained to prepare appraisals and valuation of the target company and its business, for purposes of the tender offer.
2.3 How long does it take?

2 Mechanics of Acquisition
2.1 What alternative means of acquisition are there?

A great variety of structures may be implemented in Brazil for public traded businesses to combine, most of which are also commonly used in other jurisdictions. In practice, such structures may also be used in conjunction one with the others, depending on the objectives and the demands of the parties involved and, also, on specific business and tax planning. In an attempt to categorise the different types of combinations possible, we would have the following: acquisition of existing businesses (followed by public tender offers), including the acquisition of: shares of an existing entity, followed by a joint venture structure; and assets and/or rights, including establishments; and business reorganisation (usually combined with an acquisition structure), including: consolidation (fuso), whereby two or more companies combine, becoming a new legal entity, this being a very rarely implemented structure; merger (incorporao), whereby one company is merged into another and the latest shall be the only surviving company; spin-off (ciso), whereby one company is divided into two or more companies, under one same control; drop down of assets and/or rights (which can include one or more establishments), whereby such assets and rights are contributed as capital into a newly created entity or an existing entity; share merger or roll-up (incorporao de aes), whereby one corporation becomes a wholly owned subsidiary of another corporation; group of companies, whereby companies come under common control; joint-venture agreements supported by shareholders agreements and/or other types of agreements, contractual pool of companies (consrcio), whereby

It takes around 6 months for a transaction to be completed. Typically the first document to be signed by both parties is a Confidentiality Agreement. The second document usually entered into is a Letter of Intent or a Memorandum of Understandings or, still, a Term Sheet. Any such documents are meant to serve as guidelines for the negotiations to come. Due Diligence normally follows such preliminary agreement and occurs in parallel to the discussions of the definitive agreements. If the Due Diligence process takes longer than expected or the parties face deadlocks in their negotiation, the 6-month time may be exceeded.
2.4 What are the main hurdles?

Hurdles happen all the time in M&A. In fact, since the discussions of the first document, the Confidentiality Agreement, until the moment the parties close the transaction, deadlocks may happen at any time and trigger the termination of the negotiations. The first important milestone is certainly the signature of the preliminary agreements mentioned in question 2.3 above. The second important milestone is completion of Due Diligence and confirmation by buyer that the negotiations shall continue. The next milestone is the signature of the share purchase and sale agreement and the last one is closing of the transaction with transfer of shares.
2.5 How much flexibility is there over deal terms and price?

Terms and price between purchaser and seller may be freely set. However, main information must be disclosed to the public in press releases and in the tender offer documents.
2.6 What differences are there between offering cash and other consideration?

Transactions involving publicly traded companies are usually done for cash. An exception may be the exchange of the shares of the target company for shares of the purchaser or an affiliate.
2.7 Do the same terms have to be offered to all shareholders?

Brazilian law provides that voting minority shareholders must be offered a price equivalent to 80% of the price paid to the controllers. Non-voting shareholders do not have such right. Please refer to our

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comments in question 10.1 below with additional information on this matter.
2.8 Are there any limits on agreeing terms with employees? 2.12 What consents are needed?

Brazil

Please refer to questions 1.3 and 1.4 above as to the consents that are needed depending on the activity of the target company.
2.13 What levels of approval or acceptance are needed?

Brazil

In Brazil no consultation or approval by employees is necessary or applicable.

2.9 What documentation is needed?

As a general rule, the following documentation is entered into by the parties at an M&A transaction: corporate documents (such as minutes of meetings, shareholders resolutions, by-laws, articles of association and terms and conditions of business reorganisation structures, including appraisals); share purchase and sale agreements and/or joint venture agreements; press releases that must clearly indicate the main conditions of the prospective business reorganisation or combination and appropriately give to investors any information that may be relevant to support their investment decisions; and transition agreements.

Control is obtained upon purchase of at least 50% plus one voting share of the target company, directly or indirectly. If as a result of a public offer less than 5% of the free float remains in the hands of minority shareholders, the majority shareholder may redeem the corresponding shares by paying the same price paid at the offer to the other shareholders. Except for said redemption right there are no mandatory means to purchase 100% of the target unless the shareholders decide to sell.
2.14 When does cash consideration need to be available?

Cash consideration paid by purchaser to seller may be available as they may agree on the transaction documents. However, cash consideration to be paid to minority shareholders under the public offer must be available on the date of the public offer.

3 Friendly or Hostile
2.10 Are there any special disclosure requirements?

Publicly held corporations must make several public and regulatory disclosures in respect to a business combination. The following obligations are applicable to every publicly held corporation but additional obligations may be due for specific industries or businesses or as specifically provided in the companys by-laws: on or prior to 15 days prior to the date on which a shareholders meeting is due to convene to approve a business reorganisation, the company must report to the CVM and to the stock exchange where the shares are traded at, and publish a press release informing on the terms and conditions of such prospective business reorganisation; the execution of any transaction document, even subject to conditions precedent, or any decision by the controlling shareholders or the company itself aiming at a business combination, shall trigger the obligation (for the company) to immediately publish a press release disclosing the main aspects of the proposed transaction; and other press releases must follow such initial ones, depending on the terms of the transaction; at closing, a press release must indicate, whenever mandatory, the basic terms and conditions that will govern a tender offer for minority shareholders. All press releases must clearly indicate the main conditions of the prospective business reorganisation or combination and appropriately give to investors any information that may be relevant to support their investment decision. The valuation and all financial information regarding the formation of the price and the terms agreed between purchaser and seller are published at the CVM internet site and may be assessed by the public in general.
2.11 What are the key costs?

3.1

Is there a choice?

Hostile takeovers have never happened in Brazil. Nevertheless, the Corporation Law and the regulations by CVM expressly rule on the matter under the general title of unsolicited tender offer. According to the law and the applicable regulations by CVM, an unsolicited tender offer shall observe the following guidelines: a bank must guarantee the offer and the obligations undertaken by the offering shareholder; the offer may provide for the exchange of shares, upon prior approval by CVM; and the offer may focus on the purchase of all shares or on the purchase of only as many shares as necessary for the offering party to achieve control.
3.2 How relevant is the target board?

Under the applicable rules, the board may be consulted but this is not mandatory.
3.3 Does the choice affect process?

So far only negotiated purchases have occurred in Brazil.

4 Information
4.1 What information is available to a buyer?

The implementation of any combination involving public traded companies is quite expensive and costly. Several relevant costs are likely to be incurred, among which we would note: attorneys fees, fees for valuation and experts, due diligence review, public offer advisors.

Information to the purchaser is usually delivered in a physical or virtual data room. Sellers usually disclose as much information as they have available. Also, the purchaser may conduct direct research before public bodies and courts and obtain public valid certificates indicating the existence of outstanding obligations, taxes and claims. As a result of a careful Due Diligence process only hidden liabilities are not identified.

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4.2 Is negotiation confidential and is access restricted?

Brazil
shareholder, directly or through a group of related persons or individuals, holding more than 50% of the shares of any type and class, acquire, severally or jointly, more than 10% of the same type and class of shares within a certain 12-month period, and CVM decides that such acquisition has been intended to limit the liquidity of the relevant shares.
5.3 What are the limitations and implications?

4.3

What will become public?

Information to be disclosed usually involves the time for closing, price and payment of price and specific matters that by any means may be of interest for investors other than the controlling shareholder. There is, in principle, no need to disclose discussions with management and employees over their future roles, incentives and remuneration.
4.4 What if the information is wrong or changes?

Bidders can make no parallel purchases, privately or publicly, outside the general bid process. Moreover, any market purchase outside the bid shall be deemed insider trading and penalised under criminal, civil and administrative laws.

6 Deal Protection
6.1 Are break fees available?

Any wrong or misleading information disclosed must be immediately corrected by means of a correction press release. Penalties may also be imposed by the CVM as a result of the mistaken disclosure. If the seller is deemed responsible for the disclosure of incorrect information, the purchaser may be entitled to review and adjust any proposal or offer. Changes affecting information that was correctly disclosed can only be done upon strong reasons that are justifiable and previously discussed with CVM.

In general it is not possible to obtain break fees or incentives from the target or target shareholders. However, specific negotiations may lead to prices lower than the market-expected price or to terms and conditions that would normally not be acceptable.
6.2 Can the target agree not to shop the company or its assets?

5 Stakebuilding
5.1 Can shares be bought outside the offer process?

Transactions in Brazil normally involve selling shareholders and not the target itself. Whenever alternative offers are permitted under the applicable rules, they are independent from the target and the target has no say on them.
6.3 Can the target agree to issue shares or sell assets?

No. Once the acquisition is under negotiation, the purchaser cannot buy shares outside the acquisition process.
5.2 What are the disclosure triggers?

Shareholders of publicly held corporations have the following disclosure requirements (which may be additional to other requirements under the by-laws or special industries regulations, as the case may be): Any individual or legal entity holding 5% or more of any class or type of shares of a publicly held company must disclose to CVM and to the stock exchange where the shares are traded at complete and detailed personal or corporate data, as applicable, the purpose of such shareholding, the aggregate amount of shares and other securities (including option rights, debentures and others) directly and indirectly held and any agreement (usually shareholders agreements) governing the right to vote or the right to purchase and sell shares. Such information must be repeated at any time the same individual or legal entity acquires an additional 5% interest in one type or class of shares of the company, including, therefore, in the case of combinations. Any individual or legal entity controlling (or acquiring the control of) a publicly held corporation must make a tender offer to acquire shares held by minority shareholders (usually common shares, but also preferred shares if so provided under the by-laws of the target company) whenever there is a change of control or the controlling shareholder, directly or through a group of related persons or individuals, acquires (not by means of a tender offer) shares representing more than one-third of the free-float of shares of each type or class, or the controlling

Upon approval by the shareholders or the board, as it may be applicable, the target can issue shares or dispose of assets or even take other measures to avoid a hostile takeover, as far as such measures are legal and admitted by the targets by-laws and governance documents.
6.4 What commitments are available to tie up a deal?

As mentioned above, hostile takeovers have never occurred in Brazil and negotiations are freely conducted by controlling shareholders subject to the subsequent public tender offer requirements. Accordingly, the controlling shareholders are in principle free to negotiate with one preferred bidder in prejudice to other bidders.

7 Bidder Protection
7.1 What deal conditions are permitted?

Offers can be subject to a great variety of conditions. The most usual conditions, however, are the following: contingencies and risks cannot exceed a determined amount of money as disclosed in the due diligence review; purchaser must be able to purchase a certain amount of shares; the by-laws are changed to provide new terms and conditions for managing the company; and the purchaser is able to close the capital and no longer be publicly traded.

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Negotiations involving public traded companies are never totally confidential. Although the parties may keep some of the information secret up to a certain extent, every stage of the negotiations, from the very start, triggers the obligation of a specific press release.

Brando Teixeira Sociedade de Advogados

7.2 What control does the bidder have over the target during the process?

Brazil
offering party, and the competing third-party may each raise their price in a bid format, always with a minimum increase equal to at least 5% of the latest price. Although hostile takeovers are not usual in Brazil, companies that have recently gone public have included in their by-laws provisions aiming at creating barriers against possible third-parties interested in acquiring their control (the poison pills, most commonly providing in the by-laws that the ownership of shares at a minimum threshold triggers the obligations of a tender offer). However, it is important to note that as a result of the recent credit crisis the poison pills have been lately challenged by prospective investors interested in independently acquiring shares and holding significant equity participation without having to make a tender offer. The matter is now being discussed at court but preliminary decisions have already determined that the effect of the poison pills must be limited and may not be used to impair business transactions. Moreover, court decisions have recently decided that provisions in the by-laws establishing the poison pills may be changed by decision of a certain number of shareholders and that any provision determining that the shareholders have no authority to change the by-laws in that respect is null and void.

Unless the bidder is already a relevant shareholder in the target, it shall have no control at all over the target during the acquisition process.

Brazil

7.3

When does control pass to the bidder?

Control passes to bidder at the moment the seller transfers to bidder shares representing 50% plus one share in the capital of target. Such transfer of shares must be made upon signature of a term of transfer of shares either at the book of transfer of shares of the target or at the financial institution that is in charge of registration of the shares of publicly traded companies.
7.4 How can the bidder get 100% control?

Please refer to our comments in question 2.13 above.

8 Target Defences 9 Other Useful Facts

8.1 Does the board of the target have to tell its shareholders if it gets an offer? 9.1 What are the major influences on the success of an acquisition?

In practice an unsolicited offer shall not be received by the board of the target. According to the Corporation Law, an unsolicited offer must be published in the press and must be signed by the offering bidder and a financial institution acting as the guarantor of the bidder. An unsolicited offer, therefore, is governed by the same rules that govern tender offers.
8.2 What can the target do to resist change of control?

There are several factors that may influence the outcome of a tender offer. Not considering the technical factors, which by far are very well dealt with by experts, market circumstances are the most relevant factors to influence the outcome of the offer process. The right time to launch a tender offer is key to its success.
9.2 What happens if it fails?

There are no rules governing the ability of the target to defend against an unsolicited approach. In the past, there has been only one attempt of a hostile takeover, in Brazil, and it did not succeed. At that time, the board of directors of the target openly advised the shareholders against the sale of shares and their opinion was respected and supported the decision of the shareholders not to sell their shares. According to the ruling issued by CVM to govern the matter, if the board of the target decides to issue an opinion either favourable to the offer, or not, such opinion shall address all relevant aspects for the investor to take a decision, including, but not limited to: (i) the price offered at the tender offer; and (ii) the relevant changes in the financial conditions of the target since the last financial statements or the last quarter financial statements published. The opinion of the board shall be disclosed to the market and published at the internet page of the CVM.
8.3 Is it a fair fight?

In case of failure, the bidder must be sure to meet all commitments it has undertaken towards the launching of a tender offer so as to maintain its good reputation in the market.

10

Updates

10.1 Please provide, in no more than 300 words, a summary of any relevant new law or practices in M&A in Brazil.

According to the Corporation Law, a third-party not related to the offering party of the original tender offer may launch a competing tender offer at a price at least 5% higher than the price offered at the original tender offer. In the case of a tender offer, a third-party not related to the offering party of the original tender offer may launch a competing tender offer at a price at least 5% higher than the price offered at the original tender offer. Whenever a competing tender offer is launched, the original

Controlling shareholders, directors and managers of legal entities in general, including publicly traded corporations, are bound to strict corporate governance principles that permeate Brazilian laws and regulations and back-up most of the rules and actions by CVM and the So Paulo Stock Exchange (BM&FBOVESPA). In fact, the exchange market in Brazil has vigorously launched in the first decade of the XXI century based on the creation, by BM&FBOVESPA, of three different categories of traded companies according to different levels of corporate governance the so-called Level 1, Level 2 and New Market. Companies that decide to go public must opt for one of such three levels and, therefore, be bound to specific corporate governance standards and disclosure rules. For example, companies that choose Level 1 (i) may have non-voting shares, in the proportion of up to 50% of the issued capital, (ii) may have a board with only three members, none of them independent, and (iii) voting minority shareholders are entitled to receive, in a tender offer, 80% of the price, per share, paid to the controlling shareholders in case of a change of control. On the other hand, companies that choose Level II must have a

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Brazil

board with 5 members, one of which must be an independent member, and must provide that in a tender offer following the purchase of control, minority shareholders holding voting shares shall receive equal price (100%) for their shares, as compared with the price paid to the controller, and non-voting minority shareholders shall receive 80% of that price for their shares. The New Market companies, on their turn, can only have voting shares, must pay equal price (100%) to the shares of the controllers and the shares held by those minority shareholders that agree to sell them in the public auction of the tender offer.

Maria P.Q. Brando Teixeira

Brando Teixeira Sociedade de Advogados Rua Henrique Monteiro, 90 7th floor 05423-020 So Paulo SP Brazil

Maria P. Q. Brando Teixeira is a partner at Brando Teixeira Sociedade de Advogados and has previously been a partner at two of the leading law firms in Brazil. She specialises in civil, corporate, commercial and labour law, with an emphasis in corporate matters, mergers & acquisitions, corporate restructurings, real estate transactions, information technology and commercial agreements in general. In 30 years of practice she has either been involved and/or led the Brazilian portion of worldwide transactions and relevant M&A transactions in Brazil. She has a masters degree by the Escola Paulista de Magistratura and is fluent in English, French and Italian.

Brando Teixeira Sociedade de Advogados is a 6-year old law firm based in So Paulo, the most important business and financial centre in South America. Its partners have extensive experience accumulated over the years in different fields of law but always with focus on M&A, business transactions and real estate development investments. All attorneys are fluent in English and some of them are also fluent in Spanish, French and Italian. The firms staff also includes a solid administrative and paralegal team for back-office support. The great majority of the clients of the firm are multinationals with interests and investments in Brazil and some of them have been continuously assisted by the partners of the firm for more than 10 years.

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Tel: Fax: Email: URL:

+55 11 3035 5135 +55 11 3035 5135 maria.brandao@btadv.com.br www.btadv.com.br

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Mergers & Acquisitions 2011

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