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

SAO PAULO, Sept. 20 /PRNewswire/ -- Minerva Overseas II Ltd. ("Minerva II"), a wholly-owned subsidiary of Minerva S.A. ("Minerva"), announced today that it is extending the early participation date for its previously announced private offer to exchange (the "exchange offer") 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").  As extended, the early participation date for the exchange offer and consent solicitation will be 5:00 p.m., New York City time, on September 28, 2010, unless further extended.  The expiration date for the exchange offer and consent solicitation remains 11:59 p.m., New York City time, on October 1, 2010, unless extended.  

The terms and conditions of the exchange offer and consent solicitation are described in the offering circular, dated September 2, 2010, and the related letter of transmittal and consent.  Except as noted herein, the terms and conditions of the exchange offer and consent solicitation remain unchanged.  All holders of old notes who have previously tendered old notes and delivered related consents do not need to retender such old notes or redeliver such related consents or take any other action in response to this extension.  Eligible holders of old notes who have not previously tendered their old notes may use the materials previously distributed to them for purposes of tendering old notes and delivering related consents.  

As of 5:00 p.m., New York City time, on September 20, 2010, Minerva II had received tenders of old notes and indications of interest to participate in the exchange offer in an aggregate principal amount that exceeded the requisite consents needed to implement the majority consent modifications.  Eligible holders may withdraw their tenders and revoke their consents at any time at or prior to the early participation date (as extended hereby), but not thereafter.  An eligible holder may not revoke its consent without withdrawing the old notes tendered pursuant to the exchange offer.  

The exchange offer is being solicited only from holders 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."

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 the consent solicitation are being made solely pursuant to a confidential offering circular and the related letter of transmittal and consent. 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. has been appointed as the information agent and the exchange agent for the exchange offer and consent solicitation.  Holders may contact the information agent to request the eligibility letter at (212) 269-5550 or toll free at (800) 549-6746.

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 indenture governing the old notes and the new notes.  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 these 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.