Perdigao S.A. Announcement of a Material Fact
SAO PAULO, Brazil, April 11 /PRNewswire-FirstCall/ -- Pursuant to the terms of CVM Instruction 319/99 and CVM Instruction 358/02, both as amended, the managements of Perdigao S.A. ("Perdigao") and Eleva Alimentos S.A. ("Eleva") wish to notify the public at large that the Board of Directors of the Company and Eleva, in meetings held on April 11 2008, have approved the proposal for the merger of Eleva with Perdigao ("Merger"), to be submitted for approval by the Extraordinary General Meeting of Perdigao and Eleva, convened for April 30 2008 ("EGM"), pursuant to the terms below.
1. Purposes of the Operation, Goodwill and Costs
1.1. Perdigao holds the totality of shares representing the capital stock
of Eleva.
1.2. The Merger is part of a process of a corporate reorganization with
the purpose of simplifying the corporate structure of Perdigao and
shall represent gains in synergies for the Company through the
consolidation of the activities of Perdigao and Eleva in the former,
with the consequent reduction in operating and financial costs and
the rationalization of the activities of Perdigao and Eleva. This
process of corporate reorganization shall result in future merger
operations of other subsidiaries companies by Perdigao.
1.3. The goodwill originally recorded in the books of Perdigao in the
nominal amount of R$1,345,127,894.03 (one billion, three hundred and
forty-five million, one hundred and twenty-seven thousand, eight
hundred and ninety-four Reais and three cents), arising from the
acquisition of 100% of the shares issued by Eleva is based on
forecasted results in future fiscal years. As a result of the
Merger, the goodwill shall be amortized for tax purposes, by the
Company, pursuant to the terms of the tax legislation in effect,
over a 10-year period, and expected to generate a fiscal benefit of
approximately R$457,343,483.97 (four hundred and fifty-seven
million, three hundred and forty-three thousand, four hundred and
eighty-three Reais and ninety-seven centavos) (or 34% of the value
originally recorded) for accounting purposes the goodwill shall be
fully recognized in the fiscal year 2008 as a non-recurring result
under the item 'Other Operating Income (Expenses)'and the value of
the tax benefit shall be recognized in the item 'Income Tax (IRPJ)
and Social Contribution Net Income (CSLL)'.
1.4. There shall be no change in the shareholders of Perdigao's voting
rights, dividend payments and property rights as compared with the
policy and property advantages of the shares of Perdigao's
shareholders prior to the Merger.
1.5. Perdigao and Eleva estimate that the total cost with respect to the
Merger shall be R$425.000,00 (four hundred and twenty-five thousand
Reais), including expenses with publications, preparation of a
valuation report, and fees of the auditors, appraisers and lawyers.
2. Criteria for Valuation of Shareholders Equity, Treatment of
Subsequent Equity Variations, Substitution Relationship, Right to
Withdraw and Solution as to the Shares of the Capital of a
Corporation Held by Another
2.1. The Merger shall be conducted on the basis of the net book value of
the assets of Eleva, recorded in the book valuation report, based on
the balance sheet of Eleva as at December 31 2007 audited by
Deloitte Touche Tohmatsu Auditores Independentes. The baseline date
for the valuation shall be December 31 2007 ("Baseline Date"), the
book valuation report result being a net asset value of Eleva at the
Baseline Date of the Merger, of R$489,356,392.86, (four hundred and
eighty-nine million, three hundred and fifty-six thousand, three
hundred and ninety-two Reais eighty-six centavos). The equity
variations occurring between the Baseline Date and the date that the
EGM is held shall be absorbed by Eleva, pursuant to the "Protocol
and Justification for the Merger of Eleva Alimentos S.A. with
Perdigao S.A." signed on April 11 2008 ("Protocol and
Justification").
2.2. The Board of Directors of Perdigao has approved, ad referendum of
the EGM, the engagement of Deloitte Touche Tohmatsu Auditores
Independentes, with registered offices at Avenida Carlos Gomes, 403,
Porto Alegre, enrolled in the corporate taxpayers' register
(CNPJ/MF) under number 49.928.567/0010-02 and the Regional
Accounting Council under number 2SP011.609/0-8/F/RS, for the
preparation of the book valuation report of Eleva. Deloitte Touche
Tohmatsu Auditores Independentes declares that it has no
relationship which might create a conflict of interests or communion
of interests, either actual or potential, with the controlling
shareholders of the Company or Eleva, or, furthermore, with respect
to the Merger itself.
2.3. Since 100% of the shares representing the capital stock of Eleva are
held by Perdigao, there shall be no modification in the
shareholders' equity of Perdigao, a requirement of the substitution
relationship that could be the subject of comparison and/or right to
withdraw. For this reason there is no justification for the
preparation of valuation reports based on the value of the
shareholders' equity of Eleva and Perdigao at market prices,
pursuant to Article 264 of the Corporation Act.
2.4. With the Merger, Eleva shall be extinguished and its shares dully
canceled, pursuant to Article 226 of the Corporation Act, without
any shares, the issuance of Perdigao, being attributed in
substitution of partners rights.
3. Other Information
3.1. The Protocol and Justification and the audited financial statements
that serve as a basis for the calculation of the shareholders'
equity of Eleva on the Baseline Date of the Merger, as well as other
documents that relate to Article 3 of CVM Instruction 319 of
December 3 1999, shall be made available to the shareholders of
Perdigao and Eleva at the following addresses and websites: (i) at
Perdigao, at Avenida Escola Politecnica, 760, in the city and state
of Sao Paulo, or by accessing the website www.perdigao.com.br/ri,
(ii) at the CVM, by accessing the website www.cvm.gov.br, and (iv)
at BOVESPA by accessing www.bovespa.com.br.
Sao Paulo, April 11 2008
Wang Wei Chang
Perdigao S.A. / Eleva Alimentos S.A.
Chief Financial Officer and Investor Relations Director
First Call Analyst:
FCMN Contact:
Source: Perdigao S.A.
Contact: Suzana Michelin Ramos, Perdigao S.A., +55-11-3718-5301
Web site: http://www.perdigao.com.br/ri
http://www.cvm.gov.br/
http://www.bovespa.com.br/
2008-04-11 19:17:48 0334194 PRNEWSWIRE