Amilpar - Relevant Fact - Approval of Corporate Restructuring
RIO DE JANEIRO, April 13 /PRNewswire-FirstCall/ -- The managements of Amil Participacoes S.A ("Amilpar") (BM&FBovespa: AMIL3, Bloomberg: AMIL3 BZ and APAR < GO >; Reuters: AMIL3 SA) and Medial Saude S.A. ("Medial"), in accordance with article 157, paragraph 4, of Law 6,404/76 (Brazilian Corporate Law) and CVM Instructions no. 358/02 and 319/99, and in addition to the Relevant Facts released on November 19, 2009 and April 5, 2010, inform its shareholders and the market that their Boards of Directors, in meetings held on April 12, 2010, approved proposal to submit to its shareholders corporate restructuring ("Restructuring") involving Amilpar and its subsidiaries, Amil Assistencia Medica Internacional S.A. ("Amil") and Medial, to be implemented in two subsequent steps. The first is the incorporation of the totality of Medial's shares by Amil Assistencia and the second is the incorporation of the totality of Amil Assistencia's shares by Amilpar, according to articles 224, 225, 252 and 264 of Law no. 6,404/76 (Brazilian Corporate Law), as applicable.
1. |
Motives or purposes of the operation and interest of the Companies |
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2. |
Corporate Acts and deals agreements preceding the Operation |
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3. |
Evaluation Criteria of the shares and Composition of the capital stock |
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3.1. |
Incorporation, by Amil, of shares issued by Medial |
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3.2. |
Incorporation, by Amilpar, of the shares issued by Amil |
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4. |
Shares Exchange Ratio |
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4.1. |
Incorporation, by Amil, of shares issued by Medial |
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4.2. |
Incorporation, by Amilpar, of shares issued by Amil |
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5. |
Rights for shares issued by Amil and Amilpar |
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6. |
Withdrawal Rights and Refund Value |
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6.1. |
Incorporation of Medial's shares by Amil |
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6.2. |
Incorporation of Amil's shares by Amilpar |
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6.3. |
Provisions applicable to both operations |
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7. |
Other Information |
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7.1. |
Estimated Costs |
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7.2. |
Stock Option Plan |
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7.3. |
Treasury Shares |
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7.4. |
Reciprocal participation |
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7.5. |
Statement of the Evaluators Companies |
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7.6. |
Documents availability |
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To access the Relevant Fact visit our website at www.amilpar.com.br/ir
IR Contact |
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Erwin Kleuser |
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Investor Relations Officer |
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Phone: +55 (21) 3805-1155 |
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About Amilpar
Amil Participacoes S.A. is the largest managed care organization in Brazil, according to the ANS, currently assisting over 5 million members.
SOURCE Amil Participacoes S.A
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