AMIL PARTICIPAÇÕES S.A.
(BM&FBOVESPA: AMIL3), a Brazilian publicly-held company
headquartered at Avenida das Américas, 4200 - Block 3, Barra
da Tijuca district, in the City of Rio de Janeiro, State of
Rio de Janeiro, enrolled in the National Register of Legal
Entities (CNPJ/MF) under No. 36.461.242/0001-20 ("Company" or
"Amilpar"), pursuant to article 157, paragraph 4 of Law No.
6404 of December 15, 1976, as amended ("Brazilian Corporation
Law"), and to Ruling No.
358 issued by the Brazilian Securities Commission ("CVM") on
January 3, 2002, as amended, hereby makes known to its
shareholders and to the market in general as follows.
In furtherance of the Material Facts released on October 8
and 26, 2012, UHG Brasil Participações S.A. ("Offeror"), a
company controlled by UnitedHealth Group Incorporated applied
to CVM on October 29, 2012 for the registration of a unified
public tender offer for acquisition up to the total Company's
common shares ("Offer"), (i) as a result of direct and
indirect disposal of the controlling interest in the Company,
by which the minority shareholders would be ensured of the
same treatment as that accorded to the former controlling
shareholders; (ii) for cancellation of the Company's
registration as an "A-type" issuer before CVM ("Cancellation
of Registration"); and (iii) for delisting of the Company
from Novo Mercado's segment on BM&FBOVESPA S.A. - Bolsa de
Valores Mercadorias e Futuros ("Novo Mercado" and
"BM&FBOVESPA", respectively), as well as for discontinuance
by the Company of its compliance with the special corporate
governance practices set out in the Novo Mercado Listing
Rules ("Novo Mercado Rules" and "Delisting fromNovo Mercado",
respectively), subject to the provisions in Sections VIII, X
and XI of the Novo Mercado Rules, in clauses 30 et seq. of
the Company's Bylaws, in article 4, paragraph 4 and article
254-A of the Brazilian Corporation Law, as well as in Law No.
6385 of December 7, 1976, as amended, and also with due
regard for the rules set out in CVM Ruling No. 361 of March
5, 2002, as amended ("CVM Ruling 361"), as well as for the
terms and conditions to be informed on the Notice of Unified
Tender Offer for Acquisition of the Company's Common Shares
("Notice").
Notwithstanding the above, (i) an Extraordinary General
Meeting of the Company was called on October 29, 2012 for
November 28, 2012 to resolve Cancellation of Registration and
Delisting from Novo Mercado themselves; and (ii) an
Extraordinary General Meeting of the Company was called
on October 30, 2012 for November 14, 2012 to resolve, among
other things, on hiring of the expert company, to be selected
based on a list of three companies indicated by the Company's
Board of Directors in a meeting that took place today, that
will be in charge for the preparation of an appraisal report
for the Company's valuation, according to the terms if CVM
Ruling 361 ("AprraisalReport") for purposes of the
Cancellation of Registration and Delisting from Novo
Mercado.
The draft Notice is available on the Company's website at
www.amilpar.com.br/ri and at the Company's principal place of
business, as well as through the IPE System of CVM of
BM&FBOVESPA. Likewise, the Valuation Opinion will be
available through these same channels once the valuation
opinion is issued by the company to be selected at the
Shareholders Extraordinary General Meeting to that end.
The Company will keep the market and shareholders informed
about the Offer and any upcoming events.
Rio de Janeiro, October 30, 2012.
Erwin Kleuser Investor Relations Officer Amil Participações
S.A. Phone: +55 (21) 3805-1155 invest@amil.com.br
www.amilpar.com.br
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