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Material Fact - Correction: Acquistion of interest in companies
Brasil Insurance Participações e Administração S.A. (“Company”), a publicly held company with common shares traded on the Novo Mercado of the Bovespa under the ticker BRIN3, pursuant to CVM Rule 358/2002, on July 19, 2011 informed its shareholders and the market in general that, in line with its strategy of growth through acquisition of interest in insurance and reinsurance brokerages, signed an agreement on July 15, 2011 acquiring the control of Fazon Corretora de Seguros Ltda. (“Insurance Broker”), the 33rd Insurance Broker of the Brasil Insurance Group. Fazon, which is headquartered in Belo Horizonte, is the Brasil Insurance’s first acquisition in the capital of Minas Gerais state. Also Fazon is a firm that operates mainly in the health, life, auto/fleet and pension plan segments. The broker sold in 2010 approximately R$55 million in insurance premiums.
Brasil Insurance will hold 99.99% of the shares representing the capital stock of Fazon Corretora. The value of the acquisition is R$15.0 million plus three variable annual installments calculated using an earn-out structure based on the future results of Fazon Corretora. The total acquisition price is estimated at R$36.1 million, of which 50% should be paid in cash and 50% in Brasil Insurance stock.
Altogether in 2011 the Brasil Insurance acquired six (6) Insurance brokers that accounted for a total investment, including the earn-outs installments estimative, of $ 126.4 million.
Pursuant to Article 256, Item I of Brazilian Corporation Law (Law 6,404/1976), the Company will submit this decision to a Extraordinary Shareholders’ Meeting to resolve on the matter. Shareholders registered as such on July 19, 2011, will be entitled to reimbursement if they exercise their withdrawal rights, and not only those shareholders registered as such on July 15, 2011, as stated previously. Shareholders wishing to dissent must notify the Company of their decision to withdraw within thirty (30) days from the date of the Extraordinary Shareholders‘ Meeting that will resolve on this acquisition.
Rio de Janeiro, September 06, 2011.
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