RIO DE JANEIRO, BRAZIL (BOVESPA: MMXM3) (TSX: XMM), in
compliance with the provisions of article 157, �4 degrees, of
Brazilian Law No. 6.404/76 and with the Brazilian Securities
Commission Rules ("Instru��es CVM") No. 319/99 and 358/02, hereby
informs that its management will submit for approval by the
shareholders, in an Extraordinary Meeting, the partial Split-Up of
the Company, with allocation of portions of its net worth to IronX
Minera��o S.A., a corporation currently in the process of obtaining
its listed company registration, duly incorporated and existing in
accordance with the laws of the Federative Republic of Brazil, with
its headquarters in the City of Rio de Janeiro, State of Rio de
Janeiro, at Praia do Flamengo, No. 154, office 501 (part), enrolled
with the Brazilian Taxpayer's Registry (CNPJ/MF) under No.
09.295.979/0001-47 ("IronX"), and to LLX Log�stica S.A., a
corporation currently in the process of obtaining its listed
company registration, duly incorporated and existing in accordance
with the laws of the Federative Republic of Brazil, with its
headquarters in the City of Rio de Janeiro, State of Rio de
Janeiro, at Praia do Flamengo, No. 154, 4th floor (part), enrolled
with CNPJ/MF under No. 08.741.499/0001-08 ("LLX Log�stica"),
according to the terms and conditions set forth below (the "Partial
Split-Up").
1. Reasons and Advantages of the Partial Split-Up
1.1. The Partial Split-Up of MMX as described in Item 3 shall
consist in (a) the conveyance of a portion of MMX's shareholders'
equity corresponding to the ownership interest in LLX Log�stica to
LLX Log�stica itself, and as a result MMX's ownership interest in
LLX Log�stica shall be attributed directly to the current
shareholders of MMX on a pro rata basis in relation to their
holdings of the shares issued by MMX, as further detailed in Item
3.1 below, and (b) the conveyance to IronX of a portion of MMX's
shareholders' equity corresponding to (i) MMX's direct and indirect
ownership interests, as the case may be, in MMX Minas-Rio Minera��o
S.A., MMX Minera��o do Serro Ltda., Borbagato Agropastoril S.A.,
MMX Amap� Minera��o Ltda., MMX Log�stica do Amap� Ltda., MMX
Met�licos Amap� Ltda. and Bay Service Servi�os Portu�rios Ltda.
(hereinafter jointly referred to as, "IronX Subsidiaries"), and
(ii) certain other assets, rights and liabilities as further
detailed in Item 3.2 below; resulting in a capital increase of
IronX, upon the issuance of new shares of IronX to be attributed to
the current shareholders of MMX on a pro rata basis in relation to
their holdings of the shares issued by MMX, on the date of approval
of the Partial Split-Up.
1.2. MMX will continue to hold its ownership interests in MMX
Corumb� Minera��o Ltda., MMX Met�licos Corumb� Ltda. and in AVX
Minera��o Ltda. (holding company controlling the assets of AVG and
Minerminas), as well as other assets that will not be transferred
to LLX Log�stica and to IronX pursuant to the Partial Split-Up.
Moreover, MMX will remain responsible for the liabilities that will
not be transferred to LLX Log�stica and to IronX pursuant to the
Partial Split-Up.
1.3. The Partial Split-Up is part of the acquisition transaction
("Acquisition") of the common shares representing approximately
63,47% of the corporate capital of IronX, to be held by Mr. Eike
Batista and certain officers of MMX upon approval of the Partial
Split-Up, by Anglo American Participa��es em Minera��o Ltda.
("Anglo American Brasil"), a wholly-owned subsidiary of Anglo
American plc ("Anglo American"). Such Acquisition was duly informed
to the market in the MMX's Notices to Investors dated January 17,
2008 and March 31, 2008.
1.4. The Partial Split-Up will allow MMX's shareholders to
become shareholders of two publicly traded corporations to be
listed on the Novo Mercado segment of Bolsa de Valores de S�o Paulo
("BOVESPA"), in addition to MMX itself, which will remain as a
publicly traded corporation listed on BOVESPA's Novo Mercado. Such
segregated shareholding structure with each company separately
maintaining its respective assets and liabilities shall increase
their transparency and governance, and shall also facilitate
receipt of strategic investments in order to allow the better
development of their own projects.
1.5. The shares of LLX Log�stica and of IronX will be attributed
to MMX's current shareholders on a pro rata basis in relation to
their current holdings of MMX's shares, and shall all be of the
same type and class, and granting to such shareholders the same
rights granted by the shares of MMX currently held by such
shareholders, without any change in the voting and economic
privileges of such common shares.
2. Partial Split-Up Proposal
2.1 The Partial Split-Up proposal was approved by the Boards of
Directors of MMX, LLX Log�stica and IronX ("Companies") in the
meetings held on April 7, 2008, in which the management of the
Companies were authorized to execute MMX's Partial Split-Up
Protocol ("Protocol"). The Protocol was also executed by the
executive committees of the Companies on April 7, 2008. The Partial
Split-Up will be submitted to the approval of the Companies'
shareholders in extraordinary meetings, which shall be called as
soon as the requirements established in the rules from the Ontario
Securities Commission - OSC and from the Toronto Stock Exchange
(Bolsa de Valores de Toronto) (jointly, "Canadian Authorities") -
jurisdictions where MMX's shares are listed - are met. Such
requirements are usual to foreign private issuers and consist,
basically, in the obligation to prepare proxy statements containing
the detailed description of the matters to be decided in the
meeting. Such proxy statements must also include conciliation of
the financial statements of the Company with the Canadian generally
accepted accounting principles.
3. Assets and Liabilities Involved
3.1 As a result of the Partial Split-Up, the portion of the net
worth of MMX corresponding to its ownership interest in LLX
Log�stica shall by conveyed to LLX Log�stica itself and,
consequently, the shares of LLX Log�stica held by MMX shall be
attributed directly by LLX Log�stica to the current shareholders
(registered shareholders at the time when the Partial Split-Up is
approved) of MMX on a pro rata basis in relation to their holdings
of the shares issued by MMX, as further detailed in Item 5
below.
3.2 Moreover, as a result of the Partial Split-Up, certain MMX's
assets and liabilities described in the Protocol shall be conveyed
to IronX, and the new shares of IronX to be issued as a result of
the conveyance of such assets and liabilities from MMX to IronX
shall be attributed to the current shareholders of MMX(registered
shareholders at the time when the Partial Split-Up is approved) on
a pro rata basis in relation to their holdings of the shares issued
by MMX , as further detailed in Item 6 below.
4. Appraisal
4.1 The base date of the appraisal of the portions of MMX's net
worth to be split-up will be December 31, 2007. KPMG Auditores
Independentes, a company headquartered at Avenida Almirante
Barroso, no. 52, 4th floor, in the city of Rio de Janeiro, State of
Rio de Janeiro, enrolled with the Corporate Taxpayer's Registry
under number 57.755.217/0003-90, originally registered before the
Regional Accounting Counsel of the State of S�o Paulo under number
CRC-SP-14.428/O-6-f-RJ ("KPMG") has been the specialized company
hired ad referendum of the shareholders' meetings to appraise the
portions of MMX's net worth to be allocated to LLX Log�stica and
IronX, respectively. The appraisal has been made at book value,
based on MMX's year-end financial statements dated December 31,
2007, audited by KPMG (the "Financial Statements"). The appraisal
results are mentioned below and the appraisal report (the
"Appraisal Report") will be available to the shareholders in
accordance with Item 10.1 below.
4.2 The net worth variations of MMX between December 31, 2007
and the date of the Partial Split-Up shall be (i) allocated to
either LLX Log�stica or IronX, should they refer to the portion of
MMX's net worth transferred to each one of them or (ii) retained by
MMX, if they relate to the assets that should remain with MMX.
4.3 KPMG declared that it has no actual or potential conflict or
pooling of interests with the controlling shareholders of the
Companies, or with any of their minority shareholders, or in
relation to the transaction itself.
5. Allocation of Part of the Net Worth of MMX to LLX
Log�stica.
5.1 The portion of MMX's net worth to be transferred to LLX
Log�stica was appraised by KPMG at book value, pursuant to articles
183 and 184 of Law No. 6.404/76, in the amount of R$ 165,969,700.14
(one hundred sixty-five million, nine hundred sixty-nine thousand,
seven hundred reais and fourteen cents). However, since such
portion is constituted by the shares of LLX Log�stica held by MMX,
there shall be no increase in the capital of LLX Log�stica.
Immediately prior to the Partial Split-Up, at the same
shareholders' meeting of LLX in which the Partial Split-Up is to be
resolved upon, the shareholders of LLX Log�stica will resolve upon
a split of the LLX Log�stica's shares at the ratio of 59.4940978:1,
and as a result of this share split the total number of shares of
LLX Log�stica immediately prior to the Partial Split-Up will be
358,364,542 (three hundred fifty-eight million, three hundred
sixty-four thousand five hundred forty-two) common, nominative,
book-entry shares with no par value.
5.2. The Partial Split-Up will be implemented without the
issuance of new shares by LLX Log�stica, and the existing shares of
LLX Log�stica currently held by MMX, after the share split
mentioned in item 5.1 above, shall be attributed directly to MMX's
current shareholders on a ratio of 1 share of LLX Log�stica per 1
share of MMX.
5.3 The shares of LLX Log�stica to be attributed to the current
shareholders of MMX shall grant the shareholders the same voting
and economic privileges granted by the shares issued by MMX, with
no distinction between any shareholder.
6. Allocation of Part of the Net Worth of MMX to Ironx.
6.1 The portion of MMX's net worth to be conveyed to IronX was
appraised by KPMG at book value, pursuant to articles 183 and 184
of Law No. 6.404/76, in the amount of R$ 871,903,818.66 (eight
hundred seventy-one million, nine hundred and three thousand, eight
hundred eighteen reais and sixty six cents). As a result, upon the
approval of the Partial Split-Up, IronX's capital stock shall be
increased by R$ 871,903,818.66 (eight hundred seventy-one million,
nine hundred and three thousand, eight hundred eighteen reais and
sixty six cents), from R$800.00 (eight hundred reais) to R$
871,904,618.66 (eight hundred seventy-one million, nine hundred and
four thousand, six hundred eighteen reais and sixty six cents),
upon the issuance of 1,633,543,454 (one billion, six hundred
thirty-three million, five hundred forty-three thousand, four
hundred fifty-four) new common, no par value, nominative shares of
IronX, resulting in a total number of IronX shares of 1,633,544,254
(one billion, six hundred thirty-three million, five hundred
forty-four thousand, two hundred fifty-four). Immediately following
such capital increase, a reverse share split of IronX will be
effected at the ratio of 5,3627402647:1. As a result of such
reverse share-split and the Partial Split-Up, the capital stock of
IronX shall be divided into 304,609,989 (three hundred four
million, six hundred nine thousand, nine hundred eighty-nine)
nominative, book-entry, no-par value shares of common stock.
6.2. The shares of capital stock of IronX to be issued by IronX
as a consequence of the capital increase above mentioned, and after
the reverse share split above mentioned, shall be attributed
directly to the current shareholders of MMX pro-rata to their
holdings of the shares issued by MMX, on a ratio of 1 share of
IronX per 1 share of MMX. The management of MMX and IronX has
considered, when defining the exchange ratio of MMX's shares by
IronX's shares, the value shown in MMX's appraisal report at book
value and the book value of IronX, and for this reason, the
exchange ratio above stated is considered, by the management of MMX
and IronX, to be absolutely equitable for their shareholders, with
no privilege nor particular advantage being granted to the
controlling shareholders.
6.3 The shares of IronX to be attributed to the current
shareholders of MMX shall grant the shareholders the same voting
and economic privileges granted by the shares issued by MMX, with
no distinction between any of the shareholders.
7. MMX's Capital Reduction resulting from the Partial
Split-Up
7.1 As a result of the Partial Split-Up, MMX's capital stock
will be reduced by R$367,005,280.77 (three hundred sixty-seven
million, five thousand two hundred eighty reais and seventy-seven
cents), from R$1,142,804,167.04 (one billion, one hundred forty-two
million, eight hundred four thousand, one hundred sixty-seven reais
and four cents) to R$775,798,886.27 (seven hundred seventy-five
million, seven hundred 7.2 ninety-eight thousand, eight hundred
eighty-six reais and twenty-seven cents). MMX's capital stock
decrease will not result in a change in the number of shares into
which the capital stock is divided.
7.2 The Partial Split-Up will not result in the change of the
characteristics of MMX's shares or of the privileges granted by
them, with no distinction between any shareholders
8. No joint Liability between the Companies
8.1 The Partial Split-Up shall be effected pursuant to the
provisions of article 233, sole paragraph, of Law No. 6.404/76 and,
as a result, LLX Log�stica and IronX shall only be liable for the
obligations retained by them, with no joint liability with the
other, or with MMX.
9. Costs of the Partial Split-Up
9.1 The Partial Split-Up's cost is estimated at approximately R$
800,000.00 (eight hundred thousand reais), broken down in fees for
Brazilian, American and Canadian legal assistants, as well as in
fees for accounting firms for purposes of compliance with
Brazilian, American and Canadian accounting and tax rules. All
costs in relation to the Partial Split-Up shall be for MMX's
account.
10. Right of Withdrawal; Reimbursement Value of the Shares
10.1 The dissenting shareholders of MMX may exercise their
withdrawal rights. Only those shareholders of MMX who hold shares
at the end of BOVESPA's trading session held on the day immediately
preceding the date of publication of this notice to investors (fato
relevante,), which is April 7, 2008, will be entitled to withdrawal
rights. Shares acquired thereafter shall not entitle their owners
to withdrawal rights.
10.2 The withdrawal rights may be exercised within the thirty
(30) day period following publication of the minutes of the
shareholders' meeting of MMX which approves the Partial Split-Up,
by letter with notice of receipt addressed to the branches of Bank
Ita� S.A. listed on the Notice to the Shareholders to be published
by MMX informing as to the beginning of the period for exercise of
the shareholders' withdrawal rights.
10.3 The withdrawal value shall be the book value of MMX's
shares, based on MMX's shareholders' equity recorded on the most
recent financial statements approved by the shareholders in a
general meeting (i.e., December 31, 2007 audited financial
statements) divided by the total number of issued and outstanding
shares of the capital stock of MMX (valor patrimonial), which is
equal to R$5,954083443 per share, taking into account MMX's shares'
split at the ratio of twenty (20) new shares per each currently
existing share, approved at the shareholders' meeting of MMX held
on April 7, 2008.
10.4 MMX shall apply for a waiver from the CVM with respect to
the requirement of article 264 of Law No. 6.404/76, regarding the
calculation of the exchange ratio of shares based on the net worth
value of the shares of MMX, LLX Log�stica and IronX, appraised
under the same criteria and on the same date, at market value, due
to the characteristics of the Partial Split-Up.
11. Analysis by Competent Authorities
11.1 The Acquisition to be implemented upon the consummation of
the Partial Split-Up shall be submitted to (i) Brazilian antitrust
authorities, i.e. the Administrative Council for Economic Defense -
CADE, the Economic Law Office - SDE, and the Economic Development
Office - SEAE; (ii) CVM; and (iii) BOVESPA.
11.2 As previously stated, the shareholders meetings of the
Companies shall be called as soon as all the requirements from the
Canadian Authorities are fully met, also because the publication of
calls for such meetings have already been authorized by the Board
of Directors of the Companies.
11.3 The shares issued by MMX are part of BOVESPA's IBRX, ITAG
and IGC indexes. IronX and LLX Log�stica have already requested
their respective listed company registrations to the CVM and the
listing of their respective shares in BOVESPA's Novo Mercado
segment, and are currently in the process of obtaining those
registrations.
12. Availability of Documents
12.1 The Protocol, Financial Statements, Appraisal Report and
the drafts of amendments to the Bylaws of MMX, LLX Log�stica and
IronX, as well as all other documents required in compliance with
the applicable law and regulations, shall be made available at
MMX's headquarters as from the date of this notice, and shall be
sent to CVM and to BOVESPA through IPE System.
For additional information please contact ri@mmx.com.br.
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