OGX Petróleo e Gás Participações
S.A. (“OGX”), in compliance
with article 157, paragraph 4 of Brazilian Law No. 6.404/76 and CVM Rule No.
358/02, announced today that it has entered, together with certain of its
subsidiaries, into a Subscription Agreement (“Subscription Agreement”)
with Cambuhy Investimentos Ltda. (“Cambuhy”), Eneva S.A. (“Eneva”)
and DD Brazil Holdings S.a.r.l. (“E.ON”) pursuant to which, and
subject to the terms and conditions set forth therein, Cambuhy and E.ON have
agreed to invest in OGX Maranhão Petróleo e Gás S.A. (“OGX
Maranhão”) a total amount of approximately R$250,000,000 (two
hundred and fifty million Brazilian Reais). The investment will be carried out
through a capital increase at OGX Maranhão, in which Cambuhy will subscribe for
newly issued shares equivalent to R$200,000,000 (two hundred million Brazilian
Reais) and E.ON will subscribe for newly issued shares equivalent to
R$50,000,000 (fifty million Brazilian Reais) (“Capital Increase”).
The transaction will be carried out as follows:
Maranhão’s shareholders approved a Capital Increase in the total amount
equivalent to R$250,000,000 (two hundred and fifty million Brazilian Reais);
shall transfer its subscription rights in the Capital Increase to Cambuhy and
and E.ON have agreed to subscribe for R$200,000,000 (two hundred million
Brazilian Reais) and for R$50,000,000 (fifty million Brazilian Reais)
The Company and Cambuhy
Investimentos Ltda. have entered into a Share Purchase Agreement (“SPA OGX”),
whereby Cambuhy has agreed to purchase from the Company its remaining stake in
OGX Maranhão for a purchase price of R$200,000,000 (two hundred million
Brazilian Reais), which settlement is subject to certain terms and conditions
including but not limited to the antitrust approval (CADE), ANP (Agencia
Nacional de Petróleo) approval and creditors’ approval.
The transaction also includes the
termination of a certain shared cost agreement, pursuant to which the Company
will receive the amount of approximately R$144,000,000 (one hundred and forty
four million Brazilian Reais), corresponding to the net value of the
outstanding debt of OGX Maranhão with the Company, to be paid under certain
agreed conditions as follow:
on the date of the Capital Increase;
in five monthly installments from July to November 2014; and
R$45,000,000 in January 2015
In addition, MPX Austria will pay
approximately US$20,000,000 to Parnaiba B.V with regards to the acquisition of
equipment currently leased by OGX Maranhão.
Also on the date hereof, ENEVA,
E.ON and Cambuhy have entered into a new shareholders agreement, which will be
effective upon the consummation of the Capital Increase (“New
Shareholders’ Agreement”). Subject to the same conditions for
effectiveness, the Company, on the one hand, and Cambuhy, E.ON and ENEVA, on
the other hand, have also entered into a second shareholders’ agreement (“OGX New
Shareholders’ Agreement”), which grants the Company certain
minority rights. The new shareholders’ agreements will replace and supersede
the current OGX Maranhão shareholders’ agreement entered into between the
Company and ENEVA.
The closing of the transactions
described in this notice are subject to, among other customary conditions
precedent, the approval by CADE, ANP and the Company’s creditors, to the extent
required by applicable law.
OGX will keep its
shareholders and the market informed of any further developments on this matter.