Votorantim Industrial S.A. Announces Final Results Of Tender Offer For Its 6.625% Senior Notes Due 2019, Voto-Votorantim Overseas Trading Operations IV Limited's Tender Offer For Its 7.75% Notes Due 2020, And Companhia Brasileira de Aluminio's Tender Offer For Its 6.75% Senior Notes Due 2021.

SAO PAULO, June 11, 2014 /PRNewswire/ -- Votorantim Industrial S.A. (the "2019 Notes Offeror"), a subsidiary of Votorantim Participacoes S.A. ("VPar"), announced today the final results in connection with (i) its previously announced offer to purchase for cash (the "2019 Notes Tender Offer") any and all of its outstanding 6.625% Senior Notes due 2019 (the "2019 Notes"), (ii) the previously announced offer to purchase for cash (the "2020 Notes Tender Offer") and consent solicitation by Voto-Votorantim Overseas Trading Operations IV Limited (the "2020 Notes Offeror"), a subsidiary of VPar, with respect to any and all of the 2020 Notes Offeror's outstanding 7.75% Notes due 2020 (the "2020 Notes"), and (iii) the previously announced offer to purchase for cash (the "2021 Notes Tender Offer" and, together with the 2019 Notes Tender Offer and the 2020 Notes Tender Offer, the "Tender Offers") and consent solicitation by Companhia Brasileira de Aluminio (the "2021 Notes Offeror" and, together with the 2019 Notes Offeror and the 2020 Notes Offeror, the "Offerors"), a subsidiary of VPar, with respect to any and all of the 2021 Notes Offeror's outstanding 6.75% Senior Notes due 2021 (the "2021 Notes" and, together with the 2019 Notes and the 2020 Notes, the "Notes"). Each Tender Offer expired at 12:01 a.m., New York City time, on June 11, 2014 (the "Expiration Date").

The 2019 Notes Offeror has been advised that as of the Expiration Date, U.S.$43,878,000 in aggregate principal amount of the 2019 Notes, or approximately 13.5% of the 2019 Notes outstanding, had been validly tendered pursuant to the 2019 Notes Tender Offer. The 2020 Notes Offeror has been advised that as of the Expiration Date, U.S.$112,243,000 in aggregate principal amount of the 2020 Notes, or approximately 35.4% of the 2020 Notes outstanding, had been validly tendered pursuant to the 2020 Notes Tender Offer. The 2021 Notes Offeror has been advised that as of the Expiration Date, U.S.$77,906,000 in aggregate principal amount of the 2021 Notes, or approximately 18.6% of the 2021 Notes outstanding, had been validly tendered pursuant to the 2021 Notes Tender Offer.

Holders of 2019 Notes who have validly tendered their 2019 Notes at or prior to the Expiration Date are eligible to receive the 2019 Notes consideration described in the Offer Documents (as defined below), plus accrued and unpaid interest up to, but not including, the settlement date for the 2019 Notes.

Holders of 2020 Notes who have validly tendered their 2020 Notes at or prior to the Expiration Date are eligible to receive the 2020 Notes consideration described in the Offer Documents, which includes a consent payment, plus accrued and unpaid interest up to, but not including, the settlement date for the 2020 Notes. The 2020 Notes Offeror has not obtained the requisite consents for the execution of a supplemental indenture to amend the indenture governing the 2020 Notes, as set forth in the Offer to Purchase.  Accordingly, a supplemental indenture to the indenture governing the 2020 Notes will not be executed. Any 2020 Notes not tendered and purchased pursuant to the 2020 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2020 Notes.

Holders of 2021 Notes who have validly tendered their 2021 Notes at or prior to the Expiration Date are eligible to receive the 2021 Notes consideration described in the Offer Documents, which includes a consent payment, plus accrued and unpaid interest up to, but not including, the settlement date for the 2021 Notes. The 2021 Notes Offeror has not obtained the requisite consents for the execution of a supplemental indenture to amend the indenture governing the 2021 Notes, as set forth in the Offer to Purchase.  Accordingly, a supplemental indenture to the indenture governing the 2021 Notes will not be executed. Any 2021 Notes not tendered and purchased pursuant to the 2021 Notes Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the 2021 Notes.

The terms and conditions of the Tender Offers and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated June 3, 2014, and the related Letter of Transmittal and Consent (together, the "Offer Documents") previously distributed to holders of the Notes.  Each Offeror's obligation to purchase Notes in the applicable Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents, including the satisfaction of the Financing Condition (as defined in the Offer to Purchase).

Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent for the Tender Offers and the Consent Solicitations (the "Information Agent").  Requests for copies of the Offer Documents should be directed to the Information Agent in New York at +1 (800) 967-4604 (toll free) or +1 (212) 269-5550 (collect); in London at +44 207 920 9700 (collect); or at [email protected].

Each Offeror reserves the right, in its sole discretion, not to accept any tenders of applicable Notes or deliveries of related consents for any reason.  Each Offeror is making the applicable Tender Offer and the applicable Consent Solicitation only in those jurisdictions where it is legal to do so.    

The Offerors have retained Banco Bradesco BBI S.A. ("Bradesco BBI"), BB Securities Limited ("BB Securities"), Citigroup Global Markets Inc. ("Citigroup"), Mitsubishi UFJ Securities (USA), Inc. ("Mitsubishi UFJ Securities"), Morgan Stanley & Co. LLC ("Morgan Stanley") and Banco Votorantim Securities, Inc. ("Banco Votorantim") to act as Dealer Managers in connection with the Tender Offers and as Solicitation Agents in connection with the Consent Solicitations.  Questions regarding the Tender Offers and the Consent Solicitations may be directed to Bradesco BBI at +1 (212) 888-9145 (collect); BB Securities Ltd. at + (44) 207-367-5832 (collect); Citigroup at +1 (800) 558‑3745 (toll free) or +1 (212) 723‑6106 (collect); Mitsubishi UFJ Securities at +1 (877) 744-4532 (toll free) or +1 (212) 405-7481 (collect); Morgan Stanley at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect); and Banco Votorantim at +1 (212) 339-7390 (collect).

None of the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents.  The Tender Offers and the Consent Solicitations are being made solely pursuant to the Offer Documents.  The Tender Offers and the Consent Solicitations are not being made to, nor will the Offerors accept tenders of Notes and deliveries of consents from, Holders in any jurisdiction in which the Tender Offers and the Consent Solicitations or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

About the Offerors

The 2019 Notes Offeror, together with its subsidiaries (including the 2020 Notes Offeror and 2021 Notes Offeror), is a privately held conglomerate in Latin America that is a market leader in each of its main business segments:  cement; non-ferrous metals, such as zinc, aluminum, nickel and copper; and pulp (through a company that the 2019 Notes Offeror jointly controls), and also has significant steel and power generation operations. The Offerors are subsidiaries of VPar, which is controlled by the Ermirio de Moraes family.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to VPar, the Offerors and their affiliates that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although the Offerors believe that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to the Offerors' management, the Offerors cannot guarantee future results or events. The Offerors expressly disclaim a duty to update any of the forward-looking statements. 

SOURCE Votorantim Participacoes S.A.