Rio de Janeiro, April 25, 2016 – Petróleo Brasileiro S.A. – Petrobras hereby responds to Official Letter 178/2016/CVM/SEP/GEA-1, which requests the following clarifications:
Official Letter 178/2016/CVM/SEP/GEA-1
We refer to the news item published on April 22, 2016, in the Economia (Economy) section of the newspaper O Globo, entitled: Petrobras: Mitsui não pode vender ações da Gaspetro (Petrobras: Mitsui cannot sell Gaspetro shares), which contains the following affirmations:
“Petrobras published a note yesterday stating that the injunction granted by Judge Alcides Martins Ribeiro Filho, of the 28th Federal District Court of Rio de Janeiro, did not suspend the sale of 49% of its subsidiary Gaspetro to the Japanese company, Mitsui. According to Petrobras, what the judge determined was that Mitsui cannot dispose of the shares acquired. As a result, Mitsui cannot undertake any business involving these shares, such as selling them.
As published by GLOBO yesterday, the Rio Federal Court issued the injunction in response to the FUP (the oil workers’ union), which requested the suspension of the sale. We sought a response from Petrobras the day before yesterday but received no reply before closure of the edition. Yesterday, the company declared that the injunction did not suspend the sale, as stated in the newspaper, but prevented Mitsui from “disposing of the shares”.
— Mitsui may not sell these shares, but may make use of the rights they confer. But this judicial uncertainty will certainly hamper the adoption of any investment project or plan by the new Gaspetro partners — declared a lawyer who preferred not to be identified.
The Rio Court decision places one more obstacle on the definitive conclusion of the sale of part of Gaspetro, which has also been suspended by the Federal Court in Bahia. Last year, Petrobras sold its interest in Gaspetro to Mitsui for R$1.93 billion. This was the only transaction to date by Petrobras, whose aim is to sell assets worth US$14.4 billion this year. The company has been facing difficulties due to competition from other oil companies plus the uncertainties generated by the country’s political crisis. (Ramona Ordoñez)”.
We have not identified the content of the ‘note’ issued by Petróleo Brasileiro S.A. – PETROBRAS in the Periodic and Eventual Information System regarding the facts outlined in the news item. We therefore request that you include said note in the Empresas NET System, together with any other information on the matter considered important especially regarding the injunction granted by Judge Luiz Alcides Martins Ribeiro Filho of the 28th Federal District Court of Rio de Janeiro related to the sale of 49% of the shares of the subsidiary Gaspetro to the Japanese firm, Mitsui.”
Petrobras declares that the new injunction granted by the Rio Federal Court has not suspended the sale of 49% of the Company’s interest in Gaspetro, but determined that the buyer may not dispose of the shares acquired.
Petrobras is analyzing the appropriate legal measures in regard to this decision and, as announced on December 28, 2015, reiterates that the divestment transaction was absolutely legal, having been entered into following all the necessary authorizations.
It is worth emphasizing that the sale of these shares was part of a competitive process carried out with the help of Itaú BBA Bank, in which several national and foreign companies took part, Mitsui having presented the best proposal. The operation had three fairness opinions issued by recognized financial institutions attesting that the transaction price was a fair one. It had also been approved by Petrobras’ Board of Directors.
The Gaspetro shares were transferred to Mitsui on December 28, 2015, upon payment of the contractually established amount.
The Bahia Federal Court injunction remains in effect, with appeals pending judgment.