Nova Odessa, October 28, 2014 - Lupatech S.A. (BM&FBOVESPA: LUPA3) (OTCQX: LUPAY) (Lupatech Finance Limited Notes: ISIN US550436AB54 e ISIN USG57058AC66 "Notes") ("Lupatech" or "Company"), continuing the information disclosed in the Material Fact of August 11, 2014, informs its shareholders and the general public that, at the present date, it signed a purchase and sale agreement ("Agreement") of its Argentinean subsidiaries Válvulas Worcester de Argentina S.A., Esferomatic S.A., Norpatagonica S.A., Válvulas W. San Luis and Industria Y Tecnologia en Aceros S.A. with the Argentinean based private equity fund Sophia Capital ("Sophia") through its operational entity Flow Management Industries UK Ltd., with headquarters in London.
The business related to Jefferson Sudamericana S.A. and its units ("Jefferson") was separated from the acquisition at this moment and it was granted to Sophia the exclusivity right to make this acquisition until October 31, 2014.
With the satisfactory conclusion of the due diligence procedures and the other conditions set forth in the binding offer disclosed on August 11, 2014, the final acquisition price, without considering Jefferson, was fixed at US$22 million (twenty-two million US dollars), considering that US$10 million (ten million US dollars) will be paid in the closing date, which shall occur not later than November 5, 2014 ("Closing"), US$7 million (seven million US dollars) will be paid in up to 10 (ten) business days after the Closing and US$5 million (five million US dollars) will be paid in up to 5 (five) business days through the verification of certain conditions, not sooner than 10 (ten) business days after the Closing. The effectiveness of the Closing depends on fulfillment of certain precedent conditions established in the Agreement.
The transaction was approved by the Board of Directors of the Company as of today.
The companies sold to Sophia represented 17% of the consolidated revenue and 7% of the consolidated assets of the Group Lupatech in 2013 and 19% of the consolidated revenue and 7% of the consolidated assets of the Group Lupatech in the first half of 2014.
This transaction is part of the restructuring of the Company's capital structure and indebtedness and represents an important step in the process of strengthening its capital position, as well as in obtaining resources to destine in the business of the Company.
The Company will continue to keep the market informed of any new material developments related to the information disclosed herein.
For further information, please contact the Investor Relations Department.