As an addendum to the Launching Announcement of a general takeover bid for the acquisition of 672,000,000 ordinary dematerialized registered shares in the unit par value of Euro 1 representing the share capital of CIMPOR – CIMENTOS DE PORTUGAL, SGPS, S.A. disclosed on 27 January 2010, CSN Cement S. à r.l., in the capacity of Offeror, hereby makes public the following amendments to paragraphs 9 to 11, 18, 21, 24 and 27 of the Launching Announcement, which shall now be read as follows:
9. The consideration offered consists in a cash amount of € 6.18 (six euros and eighteen cents) for each Share. The physical and financial settlement of the Offer will occur on the third business day following the Stock Exchange Special Session of Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, S.A. (hereinafter referred to as “Euronext Lisbon”). Such Stock Exchange Special Session is expected to occur on 23rd February 2010 and the physical and financial settlement on 26th February 2010. The overall amount of the Offer is € 4,152,960,000.00 (four billion one hundred fifty two million nine hundred sixty thousand euros).
10. The term of the Offer shall take place between 8:30 a.m. of the January 28th, 2010 and 3:00 p.m. of the February 22nd, 2010.
11. The Offer is subject to the acquisition by the Offeror, within the Offer, of a number of Shares that, when added to the Shares that may eventually be acquired outside the Offer by the Offeror, CSN and/or companies in a control or group relationship with the same, regardless of the location of the respective registered office, represent at least one third of the share capital of CIMPOR plus one share.
18. The total consideration, corresponding to an amount of € 4,152,960,000.00, is assured in accordance with article 177-2 of the PSC, as follows:
a) an amount of € 3,864,000,000.00 with an Undertaking to Pay issued by a banking syndicate which is composed by Banco Itaú BBA S.A., Banco Bradesco, S.A. and Banco do Brasil, S.A.
b) an amount of € 288,960,000.00 with a deposit with Banco Espírito Santo de Investimento, S.A.
21. The addressees of the Offer may revoke their acceptance declaration through a communication addressed to the financial intermediary having received it up to the end of the Offer term, i.e. no later than 3:00 p.m. of the February 22nd, 2010.
In response to a request by the Target Company, on 2 February 2010, the CMVM disclosed an understanding under which it held that (i) article 182-1 of the PSC, in this particular case, does not apply CIMPOR, since the reciprocity clause on which its applicability depends is not verified given that neither the Offeror, a company organized and existing under the laws of Luxembourg, nor CSN, which indirectly controls the Offeror, are subject to the same rules on Board of Directors’ limitations as provided for under article 182-1 of the PSC; and (ii) in spite of the inapplicability of such limitations, CIMPOR’s Board of Directors is subject to the fiduciary obligations as provided for under article 181-5-d) of the PSC, notably the obligation to act loyally and with good-faith.
27. The results of the Offer will be computed at the stock exchange special session of the Euronext Lisbon to be held on 23rd February 2010, at a time as designated on the relevant Stock Exchange Special Session Notice. Euronext Lisbon will be responsible for making public the results of the Offer.
Lisbon, 16th February 2010
CSN Cement S. à r.l.
The Financial Intermediary
Banco Espírito Santo de Investimento, S.A.
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