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March, 2013
The material that follows is a presentation of general background information about MPX Energia S.A. and its subsidiaries (collectively, “MPX” or the “Company”) as of the
date of the presentation. It is information in summary form and does not purport to be complete. No representation or warranty, express or implied, is made concerning, and
no reliance should be placed on, the accuracy, fairness, or completeness of this information.
This presentation may contain certain forward-looking statements and information relating to MPX that reflect the current views and/or expectations of the Company and its
management with respect to its performance, business and future events. Forward looking statements include, without limitation, any statement that may predict, forecast,
indicate or imply future results, performance or achievements, and may contain words like “may”, “plan”, “believe”, “anticipate”, “expect”, “envisages”, “will likely result”, or
any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important
factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this presentation. In no event, neither
the Company, any of its affiliates, directors, officers, agents or employees nor any of the placement agents shall be liable before any third party (including investors) for any
investment or business decision made or action taken in reliance on the information and statements contained in this presentation or for any consequential, special or similar
damages.
This presentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities.
Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever.
Recipients of this presentation are not to construe the contents of this summary as legal, tax or investment advice and recipients should consult their own advisors in this
regard.
The market and competitive position data, including market forecasts, used throughout this presentation were obtained from internal surveys, market research, publicly
available information and industry publications. Although we have no reason to believe that any of this information or these reports are inaccurate in any material respect, we
have not independently verified the competitive position, market share, market size, market growth or other data provided by third parties or by industry or other
publications. MPX, the placement agents and the underwriters do not make any representation as to the accuracy of such information.
This presentation and its contents are proprietary information and may not be reproduced or otherwise disseminated in whole or in part without MPX’s prior written consent.
Disclaimer
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1. E.ON acquires 24.5% stake from Eike Batista for a price of R$10/share
■Price adjusted to max R$11/share, depending on
settlement price of capital increase and MPX share
performance in subsequent 6 months
2. MPX carries out min R$1.2bn public primary offering
■E.ON committed to subscribe for R$0.4bn at R$10/share
■BTG retained as global bookrunner with firm underwriting
commitment at R$10/share for balance not subscribed by
E.ON and other investors
3. MPX-E.ON JV reintegrated into MPX at book value
Expected outcome after Step 3:
■E.ON achieves ~36% direct share in MPX
■Eike Batista reduces interest in MPX to ~24%
■MPX financial position is strengthened to fund forthcoming
investments
Summary – 3 steps
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Transaction Summary
Current structure
Targeted structure
11.7% 53.5%
EIKE BATISTA
FREE FLOAT
MPX-E.ON
34.8%
50%50%
~36.1% ~23.7%
EIKE BATISTA
FREE FLOAT
~40.2%
Starting point: 578.4 M shares
1. E.ON acquires 24.5% from Eike Batista
2. MPX capital increase of at least R$1.2bn at min R$10/share
3. MPX-E.ON JV reintegration
E.ON
4
EIKEBATISTA
FREEFLOAT
11.7%
36.2%
35.2%
36.1%
53.5%
29.0%
24.1%
23.7%
34.8%
34.8%
40.7%
40.2%
Indicative evolution of MPX shareholding structure
Strengthened financial position and enhanced execution capabilities
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Transaction rationale
Simplification of operating and governance structures
■ MPX becomes E.ON’s main vehicle for expansion in Brazil, instead of JV with MPX
■ E.ON and Eike Batista shall execute a shareholders’ agreement to regulate the exercise of their voting rights
Strengthening of MPX financial position to support development pipeline
■ Strong energy demand growth expected in coming years
■ Structural need for thermal capacity to back-up hydro -> dedicated thermal auctions under discussion
■ Robust pipeline of licensed greenfield thermo generation projects and strong origination capabilities
■ Superior access to fuel resources
Enhanced execution capabilities
■ Stronger influence of E.ON in management of MPX, enhancing execution capabilities
■ E.ON’s proven expertise in construction & operation of power plants to contribute to robust process improvements at MPX
