Rio de Janeiro, December 28, 2016 – Petróleo Brasileiro S.A. – Petrobras informs that, in a meeting held today, its Board of Directors approved the signing of the agreement for the sale of Companhia Petroquímica de Pernambuco (“PetroquímicaSuape”) and Companhia Integrada Têxtil de Pernambuco (“Citepe”) to Grupo Petrotemex S.A. de C.V. and Dak Americas Exterior, S.L, both subsidiaries of Alpek , S.A.B. de C.V. (“Alpek”).
PetroquímicaSuape and Citepe are wholly-owned subsidiaries of Petrobras and are part of the company’s Chemical-Textile Industrial Complex, located in Ipojuca, in the state of Pernambuco. Those two companies encompass three integrated industrial units: the PTA (purified terephthalic acid) unit, the polyester filament unit, and the PET (polyethylene terephthalate) resin unit.
Alpek is a public Mexican company within the Alfa, S.A.B. de C.V. (“Alfa”), operating in the petrochemical sector, with a world-leading position in polyester production (PTA, PET, and filaments).
The total sale value is USD 385 million, to be paid in Brazilian reais on the closing date for the transaction. This amount is subject to working capital, net debt, and recoverable taxes adjustments.
This transaction is part of the partnership and divestment program and will be recorded for the 2015-2016 biennium target. The sale is aligned to the Petrobras Strategic Plan, which provides for business portfolio optimization upon full withdrawal from petrochemical interests.
The project is one of the five transactions which the contracts may be signed pursuant to the preventive order of the Brazilian Federal Accounting Court (TCU), as disclosed in the material fact announced on 12/20/2016. The conclusion of the transaction will be preceded by long-term debt restructuring for both Companies, and it will be subject to approvals by the Petrobras Extraordinary General Meeting, Alfa’s Board of Directors, the Administrative Council for Economic Defense (CADE), and to the fulfillment of other usual preceding conditions.
Lastly, it should be noted that, considering the current opinion of the Brazilian Securities and Exchange Commission (CVM) and given that PetroquímicaSuape and Citepe became wholly-owned Petrobras subsidiaries after a purchase and sale of shares transaction, rather than by merger of shares, where no dilution in corporate interest by Petrobras shareholders occurred, the preemptive right set forth in the Brazilian Corporate Law, Art. 253, does not apply to the transaction.
With the transactions announced today, Petrobras informs that its partnership and divestment program totaled US$ 13.6 billion on the 2015-2016 biennium, a figure which is below the US$ 15.1 billion target established for the period. The explanation for not reaching the target is the obligation by Petrobras to comply with the injunction granted by the state of Sergipe, halting the conclusion of the negotiations related to the fields of Tartaruga Verde and Baúna, located, respectively, in Campos Basin and Santos Basin, on which Petrobras was in advanced stages of negotiations, with a binding offer, as disclosed in the material fact dated 10/06/2016. The target of the partnership and divestment program for the 2017-2018 biennium will be automatically increased by those values, totaling now US$ 21 billion.