Metalfrio Informs that it has Entered into a Share Purchase and Shareholders
Agreement for the Acquisition of 71.0% of the Shares of the Turkish Company
Senocak Holding A.S.
SAO PAULO, Brazil, Dec. 26 /PRNewswire-FirstCall/ -- Metalfrio Solutions
S.A. (Bovespa: FRIO3) ("Metalfrio" or "the Company"), hereby informs its
shareholders and the market that the Company has today (Dec. 26, 2007) entered
into a Share Purchase and Shareholders' Agreement ("Agreement") for
acquisition of 71.0% of the shares of the Turkish company, Senocak Holding
A.S. ("Senocak"), for a total price of 32.66 million euros.
Under the Agreement, Metalfrio has a call option and the vendor
shareholders have a put option on the remaining 29.0% of Senocak's share
capital, both options exercisable after 3 years from the closing date of the
transaction, subject to certain conditions, for exercise prices to be
calculated according to criteria specified in the Agreement.
Closing of the transaction is conditional on fulfillment of certain
conditions precedent, which include approval of the transaction by the Turkish
antitrust authority. Metalfrio expects to close the transaction in the first
quarter of 2008.
About Senocak
Senocak manufactures and makes retail sales of commercial refrigeration
equipment in Turkey, sells commercial refrigeration equipment in the Ukraine
and Russia, and has other investments in Turkey.
Senocak currently holds the following share interests: (i) 61.01% of
Klimasan Klima Sanayi ve Ticaret Anonim Sirketi ("Klimasan"); (ii) 44.46% of
Senocak Sogutma Sistemleri Tic. ve San. A.S. ("Senocak Refrigeration"), in
which Klimasan holds 45.00%, resulting in control of 89.46%; (iii) 66.0% of
Senocak Marmara Sogutma Tic. ve Paz. A.S. ("Senocak Marmara"); (iv) 100.00% of
Klimasan Ukraine LLC ("Senocak Ukraine"); (v) 90.00% of Klimasan LLC
("Klimasan Russia"); and other, non-material minority investments in three
other companies.
In the first 6 months of 2007, 65.4% of Senocak's revenues came from its
61.0% holding in Klimasan. Remaining revenues came from its other businesses:
26.2% from Senocak Refrigeration, its domestic retail and services operation;
and 8.4% from Senocak Ukraine, its international trading operation in Ukraine.
CONTACT
Luiz Eduardo Moreira Caio (CEO and IRO)
Av. Abrahao Goncalves Braga, 412 - Vila Liviero
04186-220 - Sao Paulo - SP - Brasil
Tel.: +55 11 6333-9000
Fax.: +55 11 6333-9196
ri@metalfrio.com.br
http://www.metalfrio.com.br/ri
SOURCE Metalfrio Solutions S.A.
Luiz Eduardo Moreira Caio, CEO and IRO, Metalfrio Solutions S.A.,
+011-55-11-6333-9000, Fax.: +011-55-11-6333-9196, ri@metalfrio.com.br
