Minerva Overseas II Ltd. Announces New Minimum Denominations for its 10.875% Notes Due 2019

SAO PAULO, Sept. 16 /PRNewswire/ -- Minerva Overseas II Ltd. ("Minerva II"), a wholly-owned subsidiary of Minerva S.A. ("Minerva"), previously announced 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. 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 (the "new notes 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 "Trustee"). 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 rank 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.

Minerva II intends to modify the new notes indenture to permit issuances of new notes to any holder in minimum denominations of U.S.$50,000 and integral multiples of $1,000 above such amount, including issuances of new notes to eligible holders in connection with the Exchange Offer. New notes issued in connection with the Exchange Offer will be rounded down to the nearest U.S.$1,000 with any fractional portion of new notes not received as a result of rounding down paid in cash. The new notes indenture previously provided that the amount of new notes to be issued to any eligible holder would be issued in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 above such amount. There are no other changes to the terms of 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. The Exchange 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 eligible holders of old notes should tender their old notes for exchange in the Exchange Offer.

D.F. King & Co., Inc. has been appointed as the information agent and the exchange agent for the Exchange Offer. 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 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 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.