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- Mitsui & Co., Ltd.
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Main Contents
Mitsui & Co., Ltd. (“Mitsui”, Head Office: Tokyo, President and CEO: Kenichi Hori) hereby announces that today it decided to divest 10% of the outstanding shares in VLI S.A. (“VLI”), out of the 20% it currently owns. VLI provides intermodal freight transportation services that combine not only railways, but also ports and inland terminals in Brazil. The sale of the shares (the “Transaction”) will be made to a subsidiary of Brookfield Infrastructure Partners L.P.("Brookfield”), a co-investor in VLI.
The Transaction is to be carried out as part of Mitsui's strategy to reconfigure its business portfolio.
1. Overview of VLI
| (1) Name | VLI S.A. | |
|---|---|---|
| (2) Location | Rua Helena, 235, 5th floor, Vila Olímpia, Sao Paulo, Brazil | |
| (3) Title and name of representative | Fábio Tadeu Marchiori Gama (Interim CEO) | |
| (4) Description of business | Intermodal freight transportation business for general freight | |
| (5) Date of establishment | October 2010 | |
| (6) Major shareholders and ownership ratios | VALE S.A. 29.59% Brookfield*1 26.51% Mitsui & Co., Ltd. 20.0% FUNDO DE INVESTIMENTO DO FUNDO DE GARANTIA DO TEMPO DE SERVIÇO 15.9% BNDES PARTICIPAÇÕES S.A. 8.0% |
|
| (7) Relationship between Mitsui and the said company | Capital relationship | VLI is 20% owned by Mitsui |
| Personnel relationship | Mitsui dispatches a part-time director to VLI | |
| Business relationship | There are no material business relationships | |
*1 Brookfield ownership by subsidiary
BROOKFIELD BRAZIL INFRASTRUCTURE FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA (ownership ratio: 25.51%)
BRASIL PORT HOLDINGS L.P. (ownership ratio: 1.0%)
2. Overview of the counterparty to the acquisition of shares
| (1) Name | Brookfield Brazil Infrastructure Fundo de Investimento em Participações Multiestratégia | |
|---|---|---|
| (2) Location | Av. das Nações Unidas 14.401, Ed. Paineira, Torre B2, 16th floor, São Paulo, SP, Brazil | |
| (3) Description of business | Asset management and administration business | |
| (4) Relationship between Mitsui and the said company | Capital relationship | None |
| Personnel relationship | None | |
| Business relationship | None | |
3. Number of shares transferred, transfer price, and shareholding before and after the transfer
| (1) Number of shares held before the change | 1,778,158,082 shares (Ratio of voting rights held: 20%) |
|---|---|
| (2) Number of shares transferred | 889,079,041 shares |
| (3) Number of shares held after the change | 889,079,041 shares (Ratio of voting rights held: 10%) |
| (4) Transfer price | The transfer amount is not disclosed based on an agreement between the parties. |
4. Schedule
| (1) Date of internal approval | February 16, 2024 |
|---|---|
| (2) Date of agreement signing | During the first quarter of the fiscal year ending March 2025 (scheduled) |
| (3) Completion date of the transfer | Same as above |
5. Outlook
The Transaction is expected to be completed by the end of the first quarter of the fiscal year ending March 2025, subject to the satisfaction of conditions precedent, such as the approval of Administrative Council for Economic Defense in Brazil. Mitsui will record a profit of approximately JPY26.0 billion following the completion of the Transaction.