Investor Presentaiton
Finally, the direct subsidiary VCSA used several assumptions to estimate the
amounts and percentages of the orders allocated to it, however the Company
cannot guarantee that such assumptions will prevail, including considering
the current stage of the processes and even the solidarity requests made by
the public ministries, as described above, estimating the updated amount to
R$5,587 of the possible contingency for both ACPs on December 31, 2021.
It should be noted that this estimate does not represent any agreement
by the subsidiary VCSA with the requests made by the Public Prosecutor's
Office, but a mere estimate for purposes of reporting possible contingen-
cies. The subsidiary VCSA classified the probability of loss of the ACPs as
possible and, therefore, there are no amounts provisioned.
(ff) Acquisition of 80% of Alux of Brasil Indústria e Comércio
Ltda. (Alux) - CBA
On November 3, 2021, the subsidiary CBA signed the agreement for the
acquisition of 80% of the capital stock of Alux, for the price of R$ 133,
which is subject to adjustments at closing, in the form of a purchase and
sale agreement. The conclusion of the transaction was conditioned to
the fulfillment of the usual obligations and conditions precedent, and the
approval by CADE was obtained as detailed in Note 36 (d).
Alux, located in Nova Odessa-SP, is one of the main suppliers of secondary
aluminum in the country, with an installed capacity of 46 thousand tons per
year. As one of the largest suppliers of secondary aluminum alloys in Brazil,
Alux will allow the subsidiary CBA to enter a new market segment, which
aims to expand its production capacity of recycled aluminum, starting to
operate with greater relevance in this market.
This transaction is in line with the subsidiary CBA's purpose of providing
aluminum solutions that transform lives, in addition to reinforcing the sub-
sidiary's Environmental, social and corporate governance (ESG) strategy,
since the operation also encourages the circular economy and contributes
for the production of aluminum with a lower carbon footprint.
(gg) Acquistion of interest in Tellus III Holding S/A Company
(Tellus) Altre
-
On November 30, 2021, the subsidiary Altre concluded the acquisition of
all shares in Tellus, whose purpose is to invest in commercial, retail, resi-
dential and/or industrial real estate segments. The purchase price agreed
between the parties was fully paid by Altre to the sellers. The subsidiary
Altre recognized the amount of R$ 59 related to the capital gain related to
the indirect acquisition of the Atlas Officer Park (AOP) building.
Reconciliation of purchase price allocation
Amount paid to the selling parties
(-) Equity's carrying amount of Tellus III
(+) Judicial measure on withholding income tax
Amount of purchase price allocation
11/30/2021
125
74
8
59
The added value was recognized as the difference between the amount paid in
the transaction and the book value of Tellus' shareholders' equity, and is recog-
nized in accordance with the application of the acquisition method provided
for in CPC 15 (R1) - Business Combination. The amount was recorded under
inventories in the consolidated balances and allocated under investments at
Altre. AOP is a commercial development located in the Vila Leopoldina nei-
ghborhood, in the city of São Paulo - SP, consisting of 4 towers totaling 36
thousand m2, which was about 90% occupancy in December 2021.
The subsidiary Altre hired an independent entity to prepare an appraisal
report on the fair value of the assets and liabilities acquired and to allocate
the amount paid in the acquisition, scheduled for completion in 2022.
The following table shows the transaction amounts:
Composition of the acquisition price
Amount paid to the selling parties
Judicial measure on withholding income tax
(-) Compensation of dividends receivable by Tellus III
Payment of advance payment for future capital increase
Total amount of acquisition
11/30/2021
125
10
(2)
37
170
122
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