Form
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
Of Foreign Private Issuer
Pursuant
To Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
For the
month of August, 2008
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida Brigadeiro Luis Antonio,
1343, 9º Andar
São
Paulo, SP, Brazil 01317-910
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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Form
20-F
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X
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Form
40-F
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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):
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Yes
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No
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X
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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):
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Yes
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No
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X
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Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes
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No
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X
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF CONTENTS
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ITEM
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1.
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Material
Notice dated August 14, 2008 regarding agreement to acquire Texaco-branded
fuels marketing business in
Brazil
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ITEM
1
ULTRAPAR
PARTICIPAÇÕES S.A.
PUBLICLY
LISTED COMPANY
CNPJ nº
33.256.439/0001- 39
MATERIAL
NOTICE
ULTRAPAR ENTERS AGREEMENT TO
ACQUIRE TEXACO-BRANDED FUELS MARKETING BUSINESS IN BRAZIL AND REACHES NATIONWIDE
COVERAGE IN THE SECTOR
São Paulo, Brazil,
August 14, 2008 – Ultrapar Participações S.A. (“Ultrapar”) hereby announces
that, through its subsidiary Sociedade Brasileira de Participações Ltda., it has
signed in this date a sale and purchase agreement with Chevron Latin America
Marketing LLC and Chevron Amazonas LLC (jointly “Chevron”) for the acquisition
of 100% of the shares of Chevron Brasil Ltda. and Sociedade Anônima de Óleo
Galena Signal, subsidiaries of Chevron, which hold the Texaco-branded fuels
marketing business in Brazil (“Texaco”). The enterprise value of the acquisition
is R$ 1,161 million, subject to working capital and net debt adjustments on the
closing date. Ultrapar will use its existing cash resources to fund this
acquisition.
Texaco markets fuels
in the entire Brazilian territory, except for the state of Roraima, through a
network of approximately 2 thousand services stations and directly to large
clients, supported by a logistics infrastructure with 48 distribution terminals.
In 2007 Texaco sold 6.7 million cubic meters of diesel, gasoline, ethanol and
natural gas for vehicles, an 8% increase on 2006, representing a 9% market share
in Brazil. In the Central West, Northeast, and North regions, areas where
Ultrapar will start to operate through this acquisition, Texaco is the second
largest company with a 9% market share in 2007. In 2007 Texaco’s revenues were
R$ 11.9 billion and EBITDA was R$ 121 million. In the first four months of 2008
Texaco’s annualized EBITDA reached R$ 147 million.
In 2007 Ultrapar
expanded its operations in fuels distribution through the acquisition of
Companhia Brasileira de Petróleo Ipiranga and Distribuidora de Produtos de
Petróleo Ipiranga S.A. (jointly “Ipiranga”). Since then, Ultrapar implemented a
set of initiatives in Ipiranga aiming at aligning interests and simplifying the
shareholding and corporate structures, enabling higher operational and
administrative efficiency, strengthened investment capacity and enlarged
business perspective. The acquisition of Texaco means the company’s expansion to
the Central West, Northeast and North regions of Brazil and a 60% increase in
its operational scale, resulting in benefits to the company, resellers, clients,
consumers and the communities in which it operates.
The combination with
Texaco will create a nationwide fuels marketing business, with a network of more
than 5 thousand service stations and a 23% market share, allowing an improved
positioning to capture the growth of the market and stronger competitiveness
through the larger operational scale. The addition of Texaco should allow, for
example, better utilization of the distribution terminals, improved efficiency
and competitiveness in sales processes, dilution of advertising, marketing and
new products development expenses, and gains from economies of scale in
administrative functions. Additionally, Texaco’s acquisition leads to Ultrapar’s
geographical expansion in the sector, allowing the company to reach regions with
consumption growth above the national average, and brings new commercial
opportunities
arising from the
national coverage. Through these elements, Ultrapar has the objective of
generating profitability in the combined business at least at the current levels
of Ipiranga.
To ensure a gradual
and organized transition process of brand names, the transaction terms include
the license use of
Texaco brand names family, already considered in the acquisition value, for up
to 3 years in the South and Southeast regions and up to 5 years in Central West,
Northeast and North regions of Brazil. Closing will occur after the fulfillment
of certain customary conditions precedent and the segregation of the lubricant
and oil exploration activities, which currently form part of Chevron Brasil
Ltda, to other Chevron’s legal entities. Such procedures are expected to take
place until early 2009, and the continuity and management of the business will
occur based on parameters already agreed between Chevron and
Ultrapar.
The transaction will
be regularly presented to the competent regulatory and anti-trust authorities
and will be submitted to Ultrapar shareholders meeting according to article 256
of Brazilian law 6,604/76.
Additional
information about Texaco acquisition is available at Ultrapar’s website
(www.ultra.com.br).
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André
Covre
Chief
Financial and Investor Relations Officer
Ultrapar
Participações S.A.
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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.
Date: August
14, 2008
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ULTRAPAR
HOLDINGS INC.
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By:
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/s/ André
Covre
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Name:
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André Covre | |||
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Title:
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Chief Financial and Investor Relations Officer | |||
(Material
Notice - Texaco)