Minerva Overseas II Ltd. Announces Exchange Offer and Consent Solicitation for Any and All 9.50% Notes Due 2017 Issued by Minerva Overseas Ltd.

SAO PAULO, Sept. 3 /PRNewswire/ -- Minerva Overseas II Ltd. ("Minerva II"), a wholly-owned subsidiary of Minerva S.A. ("Minerva"), announced today that it has commenced a 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. ("Minerva I") for its 10.875% Notes due 2019 (the "new notes"). On January 29, 2010, Minerva II issued U.S.$250.0 million in aggregate principal amount of new notes under an indenture entered into among Minerva II, Minerva, as guarantor, and The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the "new notes indenture"). The new notes to be issued pursuant to the Exchange Offer will constitute an additional issuance of new notes under the new notes indenture, and will be identical to, and will be pari passu with, the new notes issued on January 29, 2010, and will be treated as a single series of notes under the new notes indenture.

The Exchange Offer is being solicited only from noteholders 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," or "QIB," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (ii) an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) 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."

Eligible holders who validly tender their old notes at or prior to 5:00 p.m., New York City time, on September 20, 2010, unless extended (the "early participation date"), will receive U.S.$990.476 in principal amount of new notes for each U.S.$1,000 in principal amount of old notes accepted for exchange. Eligible holders who validly tender their old notes at or prior to 11:59 p.m., New York City time, on October 1, 2010, unless extended (the "expiration date"), but after the early participation date, will receive U.S.$952.381 in principal amount of new notes for each U.S.$1,000 in principal amount of old notes accepted for exchange. The amount of new notes to be issued to any holder will be issued in minimum denominations of U.S.$100,000 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.

In conjunction with the Exchange Offer, Minerva II is also soliciting consents (the "Consent Solicitation" and, together with the Exchange Offer, the "Offer") to certain proposed amendments with respect to the indenture dated as of January 26, 2007, between Minerva I, Minerva (formerly known as Industria E Comercio de Carnes Minerva Ltda.), as guarantor, and The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent, pursuant to which the old notes were issued (the "old notes indenture"). The proposed amendments will eliminate certain provisions, including substantially all of the restrictive covenants and certain  events of default under the old notes indenture. Any eligible holder who tenders old notes for exchange must also deliver its consent to the proposed amendments.

Eligible holders may withdraw their tenders and revoke their consents at any time at or prior to the early participation date, but not thereafter. An eligible holder may not revoke its consent without withdrawing the old notes tendered pursuant to the Exchange Offer.

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 Offer is being made solely pursuant to a confidential offering circular and the related letter of transmittal and consent. No recommendation is made as to whether the holders of old notes should tender their old notes for exchange and deliver their consents in the Offer.

D.F. King & Co., Inc. has been appointed as the information agent and the exchange agent for the Offer. Holders may contact the information agent to request the eligibility letter at (212) 269-5550 or toll free at (800) 549-6746.

Minerva S.A.

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.