United States
Securities and Exchange Commission
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934
For the month of
December 2009
Vale S.A.
Avenida Graça Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
20030-900 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
(Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.)
(Check One) Form 20-F þ Form 40-F o
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))
(Check One) Yes o No þ
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))
(Check One) Yes o No þ
(Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.)
(Check One) Yes o No þ
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b). 82-__.)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Vale S.A. | |||||
| (Registrant) | |||||
| By: | /s/ Roberto Castello Branco | ||||
Date: December 17, 2009
|
Roberto Castello Branco | ||||
| Director of Investor Relations | |||||
VALE S.A.
PUBLICLY LISTED COMPANY
CNPJ 33.592.510/0001-54
CNPJ 33.592.510/0001-54
EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
CONVENING NOTICE
Shareholders of Vale S.A. (“Vale”) are hereby invited to convene for the Extraordinary General
Shareholders Meetings to be held on January 22, 2010 at 4:30 P.M. at Avenida Graça Aranha, 26, 19º
floor, in the city of Rio de Janeiro, Brazil for the purpose of discussing and deciding upon the
matters set forth in the agenda below:
| 1. | To ratify the appointment of an alternate member of the Board of Directors, duly
nominated during the Board of Directors meetings held on September 17, 2009 in accordance
with §10 of article 11 of Vale’s By-Laws; |
| 2. | The Approval for the Protocols and Justifications of the Consolidations of Sociedade de
Mineração Estrela de Apolo S.A. (“Estrela de Apolo”) and of Mineração Vale Corumbá S.A.
(“Vale Corumbá”) into Vale, both wholly owned subsidiaries of Vale, pursuant to articles
224 and 225 of the Brazilian Corporate Law; |
| 3. | To ratify the appointment of Domingues e Pinho Contadores, the experts hired to
appraise the values of both Estrela de Apolo and Vale Corumbá; |
| 4. | To decide on the Appraisal Report, prepared by the expert appraisers; and |
| 5. | The Approval for the consolidation of both Estrela de Apolo and Vale Corumbá into Vale,
without a capital increase or the issuance of new Vale shares. |
According to CVM Rule nº 282/98, a shareholder must hold at least 5% (five percent) of the
Company’s voting capital in order to request a cumulative voting system.
To shareholders who shall be represented by proxy, we request that you send your power of attorney
to our offices 72 (seventy-two) hours in advance of the meeting to be convened, in order to be able
to confirm the legitimacy of the proxy being exercised.
Rio de Janeiro, December 17, 2009.
Sérgio Ricardo Silva Rosa
Chairman of the Board of Directors
Chairman of the Board of Directors
PROTOCOL AND JUSTIFICATION OF CONSOLIDATION OF SOCIEDADE
DE MINERAÇÃO ESTRELA DE APOLO INTO VALE S.A.
DE MINERAÇÃO ESTRELA DE APOLO INTO VALE S.A.
VALE S.A. (“Vale”), a public company with head offices in the City of Rio de Janeiro, State of Rio
de Janeiro, at Av. Graça Aranha, number 26, enrolled with the Legal Entities Taxpayers Roll of the
Ministry of Finance (CNPJ/MF) under the number 33.592.510/0001-54, with its articles of
incorporation filed with the Commercial Registry of the State of Rio de Janeiro — JUCERJA, under
the number 33.300.019.766, herein represented in the terms of its Bylaws; and
SOCIEDADE DE MINERAÇÃO ESTRELA DE APOLO (“Estrela de Apolo”), a private company with head offices
in the City of Rio de Janeiro, State of Rio de Janeiro, at Av. Graça Aranha, number 26, 1601 —
part, enrolled with the Legal Entities Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under
the number 07.221.852/0001-58, with its articles of incorporation filed with the Commercial
Registry of the State of Rio de Janeiro — JUCERJA, under the number 33.3.0027557-6, herein
represented in the terms of its Bylaws and, jointly with Vale (“COMPANIES”),
the COMPANIES have agreed upon signing this PROTOCOL AND JUSTIFICATION OF CONSOLIDATION OF ESTRELA
DE APOLO INTO VALE (“Protocol”) which consolidates the conditions agreed by the administrators of
the COMPANIES, related to the consolidation of Estrela de Apolo into Vale, based on Articles 224
and 225 of Law 6,404, of December 15, 1976 (“Brazilian Corporate Law”) as well as any other
further applicable legal dispositions, as per the terms and conditions set out below:
1. Vale is a public company, being the world’s largest producer of iron ore and pellets and one of
the largest producers of nickel. It is an important global producer of copper, bauxite, alumina,
aluminum, cobalt, coal and manganese among other raw materials important to the global industrial
sector. Vale is also the largest logistics player in Brazil.
2. Estrela de Apolo is a private company, which has as its main purposes the exploration and
exploitation of mineral deposits located in Brazil, by means
of research, extraction, processing, transportation and commerce of mineral assets, which may be
extended to the exportation of such substances and products, as well as the participation in other
companies.
3. Whereas Estrela de Apolo is a wholly-owned subsidiary of Vale and there are synergies between
the COMPANIES, the consolidation of Estrela de Apolo into Vale is justified as it allows for
simplification of the corporate structure as well as optimization of resources and costs.
4. The share capital of Estrela de Apolo is R$ 4.160,00 (four thousand, one hundred and sixty
reais), fully paid in, divided in 41.600 (forty-one thousand and six hundred) common shares, all
nominative, with no par value, which are entirely held by Vale, free of any liens or encumbrances.
5. Estrela de Apolo’s assets shall be transferred to Vale at the respective book value as the
assets and liabilities are valuated according to the general accepted accounting principles. This
is justified by the fact that, as Estrela de Apolo is a wholly-owned subsidiary of Vale, its net
assets are already the exclusive property of Vale and are represented by the shares of Estrela de
Apolo. Once the universality of the 41.600 (forty one thousand and six hundred) common shares
issued by Estrela de Apolo and held by Vale are cancelled, as a result of the consolidation of
Estrela de Apolo into Vale, the value of these shares in Vale’s accounting book shall be replaced
by the value of Estrela de Apolo’s assets, without any alteration to the book entered value.
6. The value of Estrela de Apolo’s net assets to be transferred to Vale shall be ascertained by a
specialist company, pursuant to article 8 of the Brazilian Corporate Law, with such company being
nominated at the Extraordinary General Shareholders’ Meeting of Vale at which the present proposal
is to be analyzed, with such company composing the appraisal report, as established in paragraph
1, article 227 of the Brazilian Corporate Law, with such valuation being made using the book
value, based upon the balance sheet of Estrela de Apolo as prepared on October 31, 2009, with
observance of the accounting criteria established in articles 183 and 184 of the Brazilian
Corporate Law to the
valuation of assets and liabilities elements, in the rules of Brazilian’s Securities
and Exchange Commission, considering that Vale adopts the same criteria.
7. Changes to the value of the assets taking place between October 31,
2009 and the effective date of the consolidation of Estrela de Apolo into Vale shall be registered
in Estrela de Apolo, considering the balance which must be elaborated to instruct a declaration of
appropriated to be filed with respect to the extinguishment of Estrela de Apolo by its
consolidation into Vale, reflecting in Vale by the mechanism of assets equivalency, without
affecting the appraisal report mentioned on the former item.
8. Given that Vale holds all the shares composing Estrela de Apolo’s share capital, which shall be
cancelled by the intended consolidation, there shall be no share issuance of Vale’s capital, which
shall remain unchanged. Consequently, no amendments will be made to the By-Laws of Vale.
9. As a result of the above, Estrela de Apolo and Vale will each hold
Extraordinary General Shareholders’ meetings to formalize the provisions of the present
instrument, pursuant to article 227 of the Brazilian Corporate Law, and Vale shall be responsible
for filing the minutes of the consolidation at the appropriate registration entities.
10. Under the terms of the Brazilian Corporate Law, Vale shall unconditionally assume the entire
assets, rights and liabilities of Estrela de Apolo, be they legal or conventional.
In light of the above, the consolidation of Estrela de Apolo into Vale is in the
best interests of its shareholders.
Rio de Janeiro, December 17, 2009.
SOCIEDADE DE MINERAÇÃO ESTRELA DE APOLO S.A.
VALE S.A.
VALE S.A.
PROTOCOL AND JUSTIFICATION OF CONSOLIDATION OF
MINERAÇÃO VALE CORUMBÁ S.A. INTO VALE S.A.
MINERAÇÃO VALE CORUMBÁ S.A. INTO VALE S.A.
VALE S.A. (“Vale”), a public company with head offices in the City of Rio de Janeiro, State of Rio
de Janeiro, at Av. Graça Aranha, number 26, enrolled with the Legal Entities Taxpayers Roll of the
Ministry of Finance (CNPJ/MF) under the number 33.592.510/0001-54, with its articles of
incorporation filed with the Commercial Registry of the State of Rio de Janeiro — JUCERJA, under
the number 33.300.019.766, herein represented in the terms of its Bylaws; and
MINERAÇÃO VALE CORUMBÁ S.A. (“Vale Corumbá”), a private company with head offices in the City of
Rio de Janeiro, State of Rio de Janeiro, at Av. Graça Aranha, number 26, 11° floor, enrolled with
the Legal Entities Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under the number
34.167.684/0001-32, with its articles of incorporation filed with the Commercial Registry of the
State of Rio de Janeiro — JUCERJA, under the number 33.207.483.971, herein represented in the
terms of its Bylaws and, jointly with Vale (“COMPANIES”),
the COMPANIES have agreed upon signing this PROTOCOL AND JUSTIFICATION OF CONSOLIDATION OF VALE
CORUMBÁ INTO VALE (“Protocol”) which consolidates the conditions agreed by the administrators of
the COMPANIES, based on Articles 224 and 225 of Law 6,404, of December 15, 1976 (“Brazilian
Corporate Law”), related to the consolidation of Vale Corumbá into Vale, as well as any other
further applicable legal dispositions, as per the terms and conditions set out below:
1. Vale is a public company, being the world’s largest producer of iron ore and pellets and one of
the largest producers of nickel. It is an important global producer of copper, bauxite, alumina,
aluminum, cobalt, coal and manganese among other raw materials important to the global industrial
sector. Vale is also the largest logistics player in Brazil.
2. Vale Corumbá is a private company, which has as its main purposes (i) the investigation and
research of minerals and ores, exploration, exploitation
and management of mineral deposits, obtaining of research licenses, concessions for mining of all
species of ores and minerals in the terms of the applicable legislation, purchase and lease of
lands, equipments and facilities, including rights and interests in the underground; (ii) the
purchase, sale, beneficiation, processing, refinement, industrialization, importation and
exportation, commercialization and railway, highway and/or maritime transport of ores, minerals
and metals of any species, on its behalf or for third parties; (iii) the purchase and sale of all
and any manufactured products, machinery and equipments related to the above mentioned activities.
3. Vale Corumbá is the holding of four companies that hold mining rights in border areas: (i)
Mineração Corumbaense Reunida S.A., a private company, enrolled with the Legal Entities Taxpayers
Roll of the Ministry of Finance (CNPJ/MF) under the number 03.327.988/0001-96; (ii) Mineração
Dobrados S.A. Indústria e Comércio, a private company, enrolled with the Legal Entities Taxpayers
Roll of the Ministry of Finance (CNPJ/MF) under the number 44.075.877/0001-17; (iii) Mineração
Ocirema Indústria e Comércio Ltda., a limited liability entity, enrolled with the Legal Entities
Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under the number 46.544.144/0001-00; and (iv)
Mineração Manati Ltda., a limited liability entity, enrolled with the Legal Entities Taxpayers
Roll of the Ministry of Finance (CNPJ/MF) under the number 30.670.848/0001-99, all companies with
its head offices in the City of Corumbá, State of Mato Grosso do Sul, at Morro do Urucum Highway.
4. Whereas Vale Corumbá is a wholly-owned subsidiary of Vale and there are synergies between the
COMPANIES, the consolidation of Vale Corumbá into Vale is justified as it allows for
simplification of the corporate structure as well as optimization of resources and costs.
5. The share capital of Vale Corumbá is R$327.603.679,00 (three hundred and twenty-seven million,
six hundred and three thousand, six hundred and seventy-nine reais), divided in 327.603.679 (three
hundred and twenty-seven
million, six hundred and three thousand, six hundred and seventy-nine) common shares, all
nominative, with no par value, which are entirely held by Vale, free of any liens or encumbrances.
2
6. Vale Corumbá´s assets shall be transferred to Vale at the respective book value as the assets
and liabilities are valuated according to the general accepted accounting principles. This is
justified by the fact that, as Vale Corumbá is a wholly-owned subsidiary of Vale, its net assets
are already the exclusive property of Vale and are represented by the shares of Vale Corumbá. Once
the universality of the 327.603.679 (three hundred and twenty-seven million, six hundred and three
thousand, six hundred and seventy-nine) common shares issued by Vale Corumbá and held by Vale are
cancelled, as a result of the consolidation of Vale Corumbá into Vale, the value of these shares
in Vale’s accounting books shall be replaced by the value of Vale Corumbá ´s assets, without any
alteration to the book entered value.
7. The value of Vale Corumbá´s net assets to be transferred to Vale shall be ascertained by a
specialist company, pursuant to article 8 of the Brazilian Corporate Law, with such company being
nominated at the Extraordinary General Shareholders’ Meeting of Vale at which the present proposal
is to be analyzed, with such company composing the appraisal report, as established in paragraph
1, article 227 of the Brazilian Corporate Law, with such valuation being made using the book
value, based upon the balance sheet of Vale Corumbá as prepared on October 31, 2009, with
observance of the accounting criteria established in articles 183 and 184 of the Brazilian
Corporate Law to the valuation of assets and liabilities elements, in the rules of Brazilian’s
Securities and Exchange Commission, considering that Vale adopts the same criteria.
8. Changes to the value of the assets taking place between October 31,
2009 and the effective date of the consolidation of Vale Corumbá into Vale shall be registered in
Vale Corumbá, considering the balance which must be
elaborated to instruct a declaration of appropriated to be filed with respect to the
extinguishment of Vale Corumbá by its consolidation into Vale, reflecting in Vale by the mechanism
of assets equivalency, without affecting the appraisal report mentioned on the former item.
3
9. Given that Vale holds all the shares composing Vale Corumbá’s share capital, which shall be
cancelled by the intended consolidation, there shall be no share issuance of Vale’s capital, which
shall remain unchanged. Consequently, no amendments will be made to the By-Laws of Vale.
10. As a result of the above, Vale Corumbá and Vale will each hold Extraordinary General
Shareholders’ meetings to formalize the provisions of the present instrument, pursuant to article
227 of the Brazilian Corporate Law, and Vale shall be responsible for filing the minutes of the
consolidation at the appropriate registration entities, to which have already been given the
previous permission by the Board of National Defense (Conselho de Defesa Nacional), through the
Acts under the number 181 (of Mineração Corumbaense Reunida S.A.), 182 (of Mineração Manati
Ltda.), 185 (of Mineração Ocirema Indústria e Comércio Ltda.), and (of Mineração Dobrados S.A.
Indústria e Comércio), all dated from August 31, 2009, published at the Official Gazette in
September 1st, 2009, and republished in September 11, 2009.
11. Under the terms of the Brazilian Corporate Law, Vale shall unconditionally assume the entire
assets, rights and liabilities of Vale Corumbá, be they legal or conventional.
In light of the above, the consolidation of Vale Corumbá into Vale is in the best interests of its
shareholders.
Rio de Janeiro, December 17, 2009.
MINERAÇÃO VALE CORUMBÁ S.A.
VALE S.A.
VALE S.A.
4
VALUATION REPORT
SOCIEDADE DE MINERAÇÃO ESTRELA DE APOLO S.A.
SOCIEDADE DE MINERAÇÃO ESTRELA DE APOLO S.A.
VALUATION REPORT
SOCIEDADE DE MINERAÇÃO ESTRELA DE APOLO S.A.
Rio de Janeiro — RJ
Rio de Janeiro — RJ
Domingues e Pinho Contadores, with headquarters at Avenida Rio Branco, 311 4° andar in the City and
State of Rio de Janeiro, enrolled in the CNPJ/MF (Brazilian Register of Legal Entities) under No.
28.005.122/0001-90, herein represented by its undersigned partner, Anderson Amorim de Amorim,
accountant, bearer of the Identity Card No. 051.323-O/6, issued by the CRC/RJ (Regional Accounting
Council of Rio de Janeiro), enrolled in the CPF/MF (Brazilian Individual Taxpayer Register) under
No. 495.424.517-68, hereby engaged by VALE S.A., with headquarters at Avenida Graça Aranha, 26, in
the City and State of Rio de Janeiro, enrolled in the CNPJ/MF under No. 33.592.510/0001-54, to
conduct this valuation of net assets at book value of the Sociedade de Mineração Estrela de Apolo
S.A., with headquarters at Avenida Graça Aranha, 26, salão 1601, parte, in the City and State of
Rio de Janeiro, which Articles of Organization are filed with the Registry of Commerce of the
State of Rio de Janeiro under No. 33.3.0027557-6, enrolled in the CNPJ/MF under No.
07.221852/0001-58, pursuant to the provisions of the Law 6.404/76, amended by the Laws No. Leis
11.638/07 and No. 11.941/09, with the purpose of providing the support to merger process required
by the Brazilian legislation, presents the following results of the work performed.
1 BASIS OF VALUATION AND PROCEDURES
The valuation of net assets at book value was performed based on the balance sheet as of October
31, 2009 of the Sociedade de Mineração Estrela de Apolo S.A., pursuant to the standards established
by the Articles 182 to 184 of the Law No. 6.404/76, amended by the Laws No. Leis 11.638/07 and No.
11.941/09, and other instructions received by Domingues e Pinho Contadores. Sociedade de Mineração
Estrela de Apolo S.A., in accordance with its Management, will be absorbed by Vale S.A. based on
the information provided by the balance sheet as of October 31, 2009.
RIO DE JANEIRO
|
SÃO PAULO | MACAÉ | ||
Av. Rio Branco 311,
|
Rua Sampaio Viana 277, | Rua Teixeira de Gouveia, 989 | ||
4° e 10° andares
|
10° andar | Sala 302 | ||
Centro CEP 20040-903
|
Paraíso CEP 04004-000 | Centro CEP 27910-110 | ||
Tel: 55 (21) 3231-3700
|
Tel: 55 (11) 3884-1116 | Tel: 55 (22) 2773-3318 | ||
www.dpc.com.br |
2 VALUATION OF NET ASSETS TOTAL
| SOCIEDADE DE MINERAÇÃO ESTRELA DE APOLO S.A. | ||||
| STATEMENT OF NET ASSETS AS OF OCTOBER 31, 2009 | ||||
| (amounts in Brazilian Reais) | ||||
ASSETS |
||||
CURRENT ASSETS |
||||
Accounts Receivable — affiliated companies |
1.660,00 | |||
NON-CURRENTASSETS |
||||
Intangible Assets — research permit |
2.500,00 | |||
TOTAL ASSETS |
4.160,00 | |||
LIABILITIES |
||||
NON-CURRENT LIABILITIES |
||||
NET ASSETS |
4.160,00 | |||
3 VALUATION RESULTS
Based on the work performed, we conclude that the value the net assets of Sociedade de Mineração
Estrela de Apolo S.A. as of October 31, 2009 amounts to R$ 4,160.00 (Four Thousand, One Hundred
and Sixty-Reais).
4 ADDITIONAL INFORMATION
In compliance with the Paragraph 5 of the Instruction 319 of the Brazilian Securities and Exchange
Commission (CVM), we inform that we are not aware of any conflicts of interest concerning the Company or this
transaction, whether direct or indirect, or of any other circumstances that could represent a conflict
of interest in connection with the services described above and provided by us. Likewise, we are
not aware of any action by the Controlling Company or by the Company management with the objective
of biasing, restricting, hampering or committing any acts that have or could have impaired access,
use or knowledge related to information, assets, documents or work methodologies that are
significant to the quality of the respective conclusions.
Rio de Janeiro, December 11, 2009.
| /s/ Anderson Amorim de Amorim | ||||
| Anderson Amorim de Amorim | ||||
| CPF/MF No. 495.424.517-68 CRC-RJ No. 051.323-O/6 |
||||
RIO DE JANEIRO
|
SÃO PAULO | MACAÉ | ||
Av. Rio Branco 311,
|
Rua Sampaio Viana 277, | Rua Teixeira de Gouveia, 989 | ||
4° e 10° andares
|
10° andar | Sala 302 | ||
Centro CEP 20040-903
|
Paraíso CEP 04004-000 | Centro CEP 27910-110 | ||
Tel: 55 (21) 3231-3700
|
Tel: 55 (11) 3884-1116 | Tel: 55 (22) 2773-3318 | ||
www.dpc.com.br |
VALUATION REPORT
MINERAÇÃO
VALE CORUMBÁ S.A.
VALUATION REPORT
MINERAÇÃO VALE CORUMBÁ S.A.
Rio de Janeiro — RJ
Rio de Janeiro — RJ
Domingues e Pinho Contadores, with headquarters at Avenida Rio Branco, 311
4° andar in the City and State of Rio de Janeiro, enrolled in the CNPJ/MF
(Brazilian Register of Legal Entities) under No. 28.005.122/0001-90, herein
represented by its undersigned partner, Anderson Amorim de Amorim,
accountant, bearer of the Identity Card No. 051.323-O/6, issued by the
CRC/RJ (Regional Accounting Council of Rio de Janeiro), enrolled in
the CPF/MF (Brazilian Individual Taxpayer Register) under No.
495.424.517-68, hereby engaged by VALE S.A., with headquarters at Avenida
Graça Aranha, 26, in the City and State of Rio de Janeiro, enrolled in the
CNPJ/MF under No. 33.592.510/0001-54, to conduct this valuation of net
assets at book value of the Mineração Corumbá S.A., a closely-held
corporation, with headquarters at Avenida Graça Aranha, 26, 11° andar, in
the City and State of Rio de Janeiro, enrolled in the CNPJ/MF under No.
07.221852/0001-32, which Articles of Incorporation are filed with the
Registry of Commerce of the State of Rio de Janeiro under No.
33.3.0027557-6, pursuant to the provisions of the Law 6.404/76, amended by
the Laws No. Leis 11.638/07 and No. 11.941/09, with the purpose of
providing the support to merger process required by the Brazilian
legislation, presents the following results of the work performed.
1 BASIS OF VALUATION AND PROCEDURES
The valuation of net assets at book value was performed based on the balance
sheet as of October 31, 2009 of the Mineração Vale
Corumbã S.A., pursuant to
the standards established by the Articles 182 to 184 of the Law No. 6.404/76,
amended by the Laws No. Leis 11.638/07 and No. 11.941/09, and other
instructions received by Domingues e Pinho Contadores.
Mineração Vale
Corumbã S.A., in accordance with its Management, will be absorbed by Vale
S.A. based on the information provided by the balance sheet as of October 31,
2009.
RIO DE JANEIRO
|
SÃO PAULO | MACAÉ | ||
Av. Rio Branco 311,
|
Rua Sampaio Viana 277, | Rua Teixeira de Gouveia, 989 | ||
4° e 10° andares
|
10° andar | Sala 302 | ||
Centro CEP 20040-903
|
Paraíso CEP 04004-000 | Centro CEP 27910-110 | ||
Tel: 55 (21) 3231-3700
|
Tel: 55 (11) 3884-1116 | Tel: 55 (22) 2773-3318 | ||
www.dpc.com.br |
2 VALUATION OF NET ASSETS TOTAL
| MINERAÇÃO VALE CORUMBÁ S.A. PRO FORMA BALANCE SHEET AS OF OCTOBER 31, 2009 Amounts in Brazilian Reais |
||||
ASSETS |
||||
CURRENT ASSETS |
||||
Cash And Cash Equivalents |
207.755,70 | |||
Accounts Receivable |
727.500,00 | |||
Recoverable Taxes |
3.225.278,36 | |||
| 4.160.534,06 | ||||
NON-CURRENT ASSETS |
||||
LONG-TERM RECEIVABLES |
||||
Loans |
337.284.675,19 | |||
Current Accounts |
3.021.398,51 | |||
Reserve Requirements |
113.810,17 | |||
Credits from Assignment of Property |
||||
Rights — Manati |
3.605.915,20 | |||
Deposits in Court |
1.872.333,95 | |||
Social Contributions Recoverable |
6.248.674,70 | |||
Other Receivables |
116.644,00 | |||
| 352.263.451,72 | ||||
Investments |
||||
Controlled Companies |
7.648.591,85 | |||
Affiliate Companies |
28,82 | |||
| 7.648.620,67 | ||||
Property, Plant and Equipment |
4.637.279,80 | |||
Intangible Assets |
93.237,10 | |||
TOTAL ASSETS |
368.803.123,35 | |||
LIABILITIES |
||||
CURRENT LIABILITIES |
||||
Accounts Payable |
380,23 | |||
Taxes Payable |
1.460.553,17 | |||
Management Provisions |
10.113.598,36 | |||
Other Creditors |
285.147,70 | |||
| 11.859.679,46 | ||||
NON-CURRENT LIABILITIES |
||||
Deferred Income Tax and Social
Contribution |
2.177.158,00 | |||
Total Net Assets |
354.766.285,89 | |||
TOTAL LIABILITIES |
368.803.123,35 |
RIO DE JANEIRO
|
SÃO PAULO | MACAẾ | ||
Av. Rio Branco 311,
|
Rua Sampaio Viana 277, | Rua Teixeira de Gouveia, 989 | ||
4° e 10° andares
|
l0° andar | Sala 302 | ||
Centro CEP 20040-903
|
Paraíso CEP 04004-000 | Centro CEP 27910-110 | ||
Tel: 55 (21) 3231-3700
|
Tel: 55 (11) 3884-1116 | Tel: 55 (22) 2773-3318 | ||
www.dpc.com.br |
3 VALUATION RESULTS
Based on the work performed, we conclude that the value of the net
assets of Mineração Vale Corumbá S.A. as of October 31, 2009
amounts to R$ 354,766,285.89 (Three Hundred Fifty-four Million,
Seven Hundred Sixty-six Thousand, Two Hundred Eighty-five Reais and
Eighty-nine Cents).
4 ADDITIONAL INFORMATION
In compliance with the Paragraph 5 of the Instruction 319 of the
Brazilian Securities and Exchange Commission (CVM), we inform that
we are not aware of any conflicts of interest concerning the
Company or this transaction, whether direct or indirect, or of any
other circumstances that could represent a conflict of interest in
connection with the services described above and provided by us.
Likewise, we are not aware of any action by the Controlling Company
or by the Company management with the objective of biasing,
restricting, hampering or committing any acts that have or could
have impaired access, use or knowledge related to information,
assets, documents or work methodologies that are significant to the
quality of the respective conclusions.
Rio de Janeiro, December 11, 2009.
| /s/ Anderson Amorim de Amorim | ||||
| Anderson Amorim de Amorim | ||||
| CPF/MF No. 495.424.517-68 CRC-RJ No. 051.323-O/6 |
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RIO DE JANEIRO
|
SÃO PAULO | MACAẾ | ||
Av. Rio Branco 311,
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Rua Sampaio Viana 277, | Rua Teixeira de Gouveia, 989 | ||
4° e 10° andares
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10° andar | Sala 302 | ||
Centro CEP 20040-903
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Paraíso CEP 04004-000 | Centro CEP 27910-110 | ||
Tel: 55 (21) 3231-3700
|
Tel: 55 (11) 3884-1116 | Tel: 55 (22) 2773-3318 | ||
www.dpc.com.br |