Minerva Overseas II Ltd. Announces Early Results for its Exchange Offer and Receipt of Requisite Consents in its Consent Solicitation for its 9.50% Notes Due 2017 Issued by Minerva Overseas Ltd.

SAO PAULO, Sept. 28 /PRNewswire/ -- Minerva Overseas II Ltd. ("Minerva II"), a wholly-owned subsidiary of Minerva S.A. ("Minerva"), announced today that, pursuant to its previously announced private exchange offer (the "exchange offer") for any and all of the outstanding 9.50% Notes due 2017 (the "old notes") issued by Minerva Overseas Ltd. for its 10.875% Notes due 2019 (the "new notes") and the related solicitation of consents (the "consent solicitation") to certain previously announced proposed amendments to the indenture governing the old notes (the "old notes indenture"), eligible holders (as defined below) of U.S.$124,417,000 in aggregate principal amount of old notes, representing 78.05% of the outstanding old notes, had validly tendered and not withdrawn their old notes and delivered the related consents at or prior to 5:00 p.m., New York City time, on September 28, 2010 (the "early participation date"). Minerva II also announced that it has accepted for exchange all the old notes that were validly tendered at or prior to the early participation date.

Minerva II has received the requisite consents to execute a supplemental indenture to the old notes indenture containing the super majority consent modifications, which eliminate certain provisions, including substantially all of the restrictive covenants and certain events of default, and provide for an issuer substitution provision under the old notes indenture as described in the exchange offer documents (as defined below).

Eligible holders who validly tendered their old notes and delivered their consents (and which were not withdrawn) at or prior to the early participation date will receive U.S.$990.476 in principal amount of new notes for each U.S.$1,000.00 in principal amount of such old notes. The exchange offer is scheduled to expire at 11:59 p.m., New York City time, on October 1, 2010 (the "expiration date"). Eligible holders who validly tender their old notes after the early participation date but at or prior to the expiration date will receive U.S.$952.381 in principal amount of new notes for each U.S.$1,000.00 in principal amount of old notes accepted for exchange.

All eligible holders whose old notes are validly tendered (and not withdrawn) and accepted for exchange will also receive a cash payment equal to the accrued and unpaid interest on such old notes accepted for exchange from the last interest payment date up to but excluding the exchange date. The amount of new notes to be issued to any holder will be issued in minimum denominations of U.S.$50,000 and integral multiples of U.S.$1,000 above such amount and will be rounded down to the nearest U.S.$1,000. Any fractional portion of new notes not received as a result of rounding down will be paid in cash.

The exchange offer and consent solicitation are being solicited only from holders of old notes who have properly completed, executed and delivered to the information agent an eligibility letter, whereby such holder has represented to Minerva II that it is one of the following (i) a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), (ii) an institutional "accredited investors" (as defined in Rule 501 of Regulation D under the Securities Act) or (iii) a non-"U.S. Person" (as defined in Regulation S under the Securities Act). Holders who have satisfied this requirement are referred to as "eligible holders."

The new notes have not been and will not be registered under the Securities Act or any state securities laws, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer.

This press release is neither an offer to sell nor the solicitation of an offer to buy any security. This press release is also not a solicitation of any consent to the proposed amendments to the old notes indenture. The exchange offer and consent solicitation are being made solely pursuant to a confidential offering circular, dated September 2, 2010, and the related letter of transmittal and consent (together, the "exchange offer documents"). No recommendation is made as to whether eligible holders of old notes should tender their old notes for exchange in the exchange offer and deliver their consents in the consent solicitation.

D.F. King & Co., Inc. is acting as the information agent and the exchange agent for the exchange offer and consent solicitation. Holders can contact the information agent at (212) 269-5550 or toll free at (800) 549-6746 to request the eligibility letter that needs to be completed to determine if such holder is eligible to receive the exchange offer documents.

Notice regarding forward-looking statements

This press release contains forward-looking statements, including statements regarding the potential terms of the exchange offer, the consent solicitation, the proposed amendments to the old notes indenture and the new notes described. These statements are merely projections and as such are based exclusively on management's expectations for Minerva concerning the future of the business and the proposed transactions discussed herein. These forward-looking statements depend materially on changes in market conditions, government regulations, pressures from competitors and the performance of the industry and the Brazilian economy, among other factors, many of which are outside Minerva's control or ability to predict, that could cause actual results to differ materially from such statements. All forward-looking statements speak only as of the date on which they are made. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Minerva disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Minerva Overseas II Ltd.