Investor Presentaiton
(m) Approval and payment of dividends by Votorantim Geração
de Energia S.A. (VGE)
On April 30, 2021, the Management's proposal was approved for the sub-
sidiary VGE to pay dividends for the year ended December 31, 2020, in the
amount of R$ 200, of which R$ 101 was the mandatory minimum dividend
and R$ 99 was an additional dividend, to be paid in national currency to the
Company, of which R$ 100 was paid on April 13, 2021, R$ 70 was paid on
December 17, 2021. The remaining amount will be paid according to cash
availability.
(n) Restructuring of financial obligations - Acerías Paz del Río
(APDR)
In April 2021, the subsidiary APDR carried out a resettlement of its fi-
nancial obligations, settling the principal balance of outstanding loans with
Citibank in the amount of Colombian Peso (COP) 86 billions (R$ 133) and
contracting new loans with Davivienda banks in the amount of COP 25
billions (R$ 39) and Itaú, in the amount of COP 21 billions (R$ 33), resulting
in a reduction of COP 40 billions (R$ 62).
(o) Business combination with McInnis Cement Inc (McInnis) -
VCSA
In April 2021, the indirect subsidiary St. Marys concluded a business combi-
nation with the acquisition of the entire issued share capital of McInnis, for
a total amount of USD 553 million (R$ 2,989).
McInnis is a company that manufactures, distributes and sells cement in the
eastern Great Lakes region of Canada and on the northeast coast of the
United States. Its business assets include a modern plant in Port-Daniel-
Gascons in Quebec, Canada, with an annual production capacity of 2.2.
million tons of cement, as well as a deepwater terminal, adjacent to the
plant, and a distribution network that has 10 terminals (marine, rail and
road).
This transaction complements St. Marys in the region, enabling expansion
of operations and strengthening strategic positioning through increased
cement production capacity, operational efficiencies and an improved dis-
tribution network.
The effect of this combination is shown below:
Consideration transferred
Cash paid on acquisition of McInnis
Price adjustment (working capital and net debt)
Promissory notes to be paid in 2025
Issue of shares
Total consideration
11
117
34
2,827
2,989
As a result, St. Marys issued 170,000 shares in consideration transferred
in exchange for control of the acquired McInnis, representing a 17% stake
in St. Marys. The fair value of the shares issued was based on a weighted
average resulting from the assessment of discounted cash flow and market
value.
This transaction resulted in the dilution of the interest held indirectly by
VCSA in St. Marys, and, consequently, in the recognition of the interest
of non-controlling shareholders and an increase in the equity valuation
adjustment attributable to the controlling shareholders. The effect of this
dilution can be summarized as follows:
Consideration paid to non-controlling interests, representing 17% of St.
Marys' carrying amount immediately prior to the transaction
Consideration received representing 83% of the additional net assets
consolidated as a result of McInnis' acquisition
Excess of consideration received, recognized in other comprehensive income
Carrying amount attributable to non-controlling shareholders
Total shares issued by St. Marys to the non-controlling shareholders
(833)
2,346
1,513
1,314
2,827
116
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