Category: Brazil

The board of Portuguese cement producer Cimpor recommends shareholders reject an offer by Brazil-based CSN to acquire the company for EUR5.75 a share, which values all of the outstanding equity at EUR3.86bn. Cimpor’s board prefaces a 66-page report posted on its website Thursday, with an impassioned plea for a dismissal of the overture, calling it “hostile, irrelevant and disruptive to its business activities.” The report claims CSN’s bid is flawed in that it lacks required information on financing, regulatory approval to conduct the process, and other critical information. Cimpor shares rose 1.06% on the Lisbon exchange to close at EUR6.50, leaving it with a market cap of EUR4.37bn. Separately, CSN says it is buying a 9.4% stake, or 802,069 shares, in flat steel manufacturer Panatlantica from LP Acos Comercio e Participacoes, also based in Brazil. It does not say how much it is paying for the stake. Panatlantica’s assets as of September 30 totaled BRL206m and it has a market cap of BRL120m, according to the Bovespa. On January 7, Panatlantica’s shares were up 15% at BRL14.

French entertainment and telecom company Vivendi SA has raised its stake in Brazilian telecom operator GVT Holding to 85.7% from 78.7% last month, according to the target. Vivendi now has 117.7m of the 137.2m shares comprising GVT’s capital, versus 73.8m in November. “Vivendi aims, with this increase in participation, to further consolidate its controlling interest in GVT,” says GVT. Vivendi adds that all the call options acquired on November 13 were exercised before December 23. Vivendi in November announced that it had acquired a 57% stake in the Brazilian operator through a combination of private negotiations with the telecom’s controlling shareholders and open market purchases, valuing the target at BRL7.17bn. The French company launched a public tender offer for the remaining 43% of the company at BRL56.00, a 33% premium to its initial verbal bid for GVT at BRL42.00, made in September. GVT was advised by Barclays, Credit Suisse and Goldman Sachs. Vivendi was advised by BNP and Calyon.

Brazilian power transmitter CTEEP has sold BRL549m in domestic bonds. A BRL491m 2014 tranche pays the DI rate plus 1.3%, and a BRL57.6m 2017 piece pays fixed 8.1%. Proceeds will be used to finance capex and pay down debt. Itau managed the sale, rated AA on a national scale. CTEEP is a unit of Colombia’s ISA.

Braskem, the Brazilian petrochemicals company whose shareholders include Odebrecht and Petrobras, is close to announcing terms of its purchase of a controlling stake in Quattor. Executives close to the matter say a report in local paper Valor that Quattor controlling shareholders plan to sell a 60% stake in Unipar, Quattor’s parent, for BRL872m, are “pretty accurate.” Officially, a Braskem spokesman declines comment on final terms and timing on a deal, as does Petrobras. Both companies have issued statements confirming talks, which began in 2009. Morgan Stanley is heard to have been engaged by Braskem, while Estater is advising Quattor on the transaction.

Australian infrastructure company WorleyParsons has agreed to acquire CNEC Engenharia, the engineering and project management unit of Brazil’s Camargo Correa, for BRL170m in cash. CNEC’s estimated Ebitda for June 2010 is BRL24.5m, meaning that the sale price is almost 7x Ebitda. Financial advisors on the deal were not disclosed. Robert Edwardes, managing director of WorleyParsons’ US and LatAm region says in a statement that the acquisition of CNEC will allow it to expand its hydrocarbons, power, infrastructure, mining and metals capability. He adds that CNEC will be a significant enhancement to WorleyParsons’ LatAm group, which operates in Chile, Trinidad & Tobago, Jamaica and Brazil.

Brazilian mid-sized bank BicBanco is preparing to meet investors to pitch a new 3-year bond. The Ba1 issuer will launch a roadshow Thursday in Miami and London, visiting Switzerland and Boston before finishing Monday in Lisbon and New York. The size has not been determined, though Brazilian banks of Bic’s size typically issue $100m-$300m in the dollar markets. HSBC, Itau and Bank of America-Merrill Lynch are managing the sale. BicBanco sold $130m in 7% of 2010 bonds at par in April 2008 through Banco do Brasil and Banco Votorantim. It reopened the issue for another $50m the following month. More recently, B+ rated Parana Banco did $100m in 2012 bonds to yield 7.75% in December.

A fund controlled by investment manager Pactual Capital Partners (PCP) called FIP PDG I has filed to sell its shares in Brazilian real estate company PDG Realty. The company says the move is part of a plan to turn PDG into a so-called full corporation, with an atomized shareholder structure. In a filing with the CVM, the company says it estimates the sale of the share will be worth BRL1.9bn, based on a unit price of BRL17.35 on December 30 2009. PDG closed down 5.48% Monday at BRL16.40. Investors in Vinci Partners, a separate asset manager also run by former Pactual executives, have pledged to acquire 10% of the issue. The company does not state timing or underwriters for the deal, a prospectus for which is yet to be filed with the CVM.

Brazil’s Lupatech has wrapped up a 7-month liability management operation, having reached agreement late last week with debenture holders to waive covenants through the end of 2010. Holders will get a fee of 0.975% of principal to be paid this month for waiving the covenants, which had caused some concern among analysts watching the industrial valve maker’s numbers slip in recent quarters. Lupatech kicked off the process last May with a BRL121m BNDES facility, and followed with a BRL320m 2018 convertible debenture issue almost entirely bought by BNDES. At year-end 2009, Lupatech says only 20% of the debt comes due 2010-2015, with 30% in the converts, and 50% in dollar perpetuals.

As Portuguese cement company Cimpor draws more potential bidders, Brazil’s CSN says it is more than sufficiently capitalized to pay for the company, after launching a public tender offer late last month. “Suppose we ended up acquiring 60% of the shares for EUR2.4bn,” says Paulo Penido Pinto, CSN’s CFO. “That’s 70% of the cash we have on hand today,” he tells LatinFinance, pointing to a roughly $5bn stash. CSN seeks a controlling stake in Cimpor and Penido concedes the steelmaker would likely opt to finance the purchase with a mix of debt and cash. He claims to have received commitments to finance 100% of the deal from both Brazilian and international banks. In late December, CSN made an unsolicited bid of EUR5.75 per Cimpor share, valuing all 672m shares at EUR3.86bn. The play has apparently mobilized other potential Brazilian suitors. Camargo Correa is heard to have hired Credit Suisse and Merrill Lynch while Votorantim engaged Deutsche Bank, say bankers close to the process. Portugal’s BES Investimento, which has an office in Brazil, is heard to be sole advisor to CSN. A banker away from the process says BES is also arranging financing. Goldman Sachs, which advised CSN on its sale of Namisa, is also heard seeking a role on the deal. Penido declines to comment on advisors. CSN’s EUR5.75 bid may need to be updated, since Cimpor’s Lisbon shares closed Monday at EUR6.50. Moody’s has put on review for possible downgrade CSN’s Ba1 rating, while Fitch said the cross-border spree could distract the company from its core metals business.

Brazilian airline TAM has appointed Libano Miranda Barroso as director president. Barroso was formerly of interim president and VP of finance, management and IT. He joined TAM in 2004 as VP for finance and management, and director of investor relations, where he played a major role in the company’s IPO.