BHG Announces the Approval of the Merger of the New Hotels in Belem do Para
BHG S.A. – Brazil Hospitality Group (BM&FBovespa: BHGR3; OTC: BZHGY) announces the approval of the merger of shares issued by BHG Norte Hotelaria S.A. by the Company at the Annual and Extraordinary Shareholders' Meeting held on this date (April 26, 2012).
SAO PAULO -- BHG S.A. – Brazil Hospitality Group (BM&FBovespa: BHGR3; OTC: BZHGY) announces the approval of the merger of shares issued by BHG Norte Hotelaria S.A. by the Company at the Annual and Extraordinary Shareholders' Meeting held on this date (April 26, 2012).
As already announced by the Company through a Notice to the Market and Material Facts published on August 25, 2011, March 20, 2012 and April 10, 2012, respectively, the Company entered into agreements to acquire and/or operate 5 hotels located in the city of Belem, state of Para, belonging to the MB Capital Group. The agreements establish that part of the acquisition of the assets would be paid in shares issued by the Company, through the merger of shares issued by BHG Norte Hotelaria, who owns the hotels.
The total value of the shares issued by BHG Norte Hotelaria to be merged into the Company is thirty-four million, five hundred and one thousand reais (R$34,501,000.00).
As a result of the corporate restructuring, the Company's capital of seven hundred and twenty-five million, seven hundred and seventy-four thousand, seven hundred and fifty-nine reais and sixteen centavos (R$725,774,759.16) will increase by thirty-four million, five hundred and one thousand reais (R$ 34,501,000.00), corresponding to the total amount of shares issued by BHG Norte Hotelaria, to be merged into the Company, through the Company's issue of one million, five hundred thousand and forty-three (1,500,043) new non-par registered common shares, at the issue price of twenty-three reais (R$23.00) per share to be attributed to BHG Norte Hotelaria's current shareholders.
The common shares to be issued in the Company's capital increase shall grant their holders the same rights as those granted to other Company common shares, including, but not limited to, receiving full dividends and/or interest on equity to be declared by the Company as of the issue date of these shares.
Due to the corporate restructuring, thirty-four million, five hundred and one thousand (34,501,000) non-par registered common shares issued by BHG Norte Hotelaria will be transferred to the Company, with the fully subscribed and paid-up capital of BHG Norte Hotelaria remaining unaltered, in the amount of thirty-four million, five hundred and one thousand reais (R$34,501,000.00).
BHG S.A. – Brazil Hospitality Group is one of the leading hotel companies in Brazil, with its own and managed hotels in the three-, four- and five-star categories. It is responsible for the Golden Tulip brand in South America.