Vale S.A. (Vale) announced that its Board of Directors has approved the proposal for a public offer to acquire, through its subsidiary Mineração Naque S.A., up to 100% of the free float (OPA) of Vale Fertilizantes S.A. (Vale Fertilizantes), in order to delist.

The public offer to acquire shares involves a cash price of R$ 25.00 per share, for both the common and preferred shares, amounting to a total disbursement by Vale of up to R$ 2.22 billion (equivalent to US$ 1.39 billion at the BRL/USD exchange rate of 1.5910 for June 21, 2011).

The price of R$ 25.00 per share implies a 41% premium over the average price of preferred shares traded in the last 20 trading days on the BM&FBovespa as of June 22, 2011, the date the proposal was announced to the market.
 
The free float of Vale Fertilizantes represents 15.66% of its total capital, with the common shares owned by minority shareholders representing 0.09% of total common shares while the preferred shares account for 31.77% of total preferred shares issued by Vale Fertilizantes.

Vale will file the OPA with the Comissão de Valores Mobiliários (CVM) and inform the market about the release of Vale Fertilizantes’ valuation report in the coming days. The details of the offer will be made available in the preliminary offer document to be released in due course.
 
The OPA is consistent with Vale’s strategy of becoming a global leader in the fertilizer business, creating significant shareholder’s value over the long term by capturing existent synergies in its portfolio of assets and by optimizing the asset management.

Vale S.A. is a Brazilian diversified mining multinational corporation and one of the largest logistics operators in Brazil. In addition to being the second-largest mining company in the world, Vale is also the largest producer of iron ore, pellets, and second largest of nickel.

Vale also produces manganese, ferroalloys, copper, bauxite, potash, kaolin, alumina and aluminum. In the electric energy sector, the company participates in consortia and currently operates nine hydroelectric plants.

Currently the company is listed on stock exchanges of São Paulo, New York, Paris, Hong Kong and Madrid.
 
Vale, besides being present in 16 Brazilian states is also present in 6 continents: South America, North America, Europe, Africa, Asia and Oceania.

Vale has managed to establish itself as a global mining company through joint ventures and acquisitions abroad. Vale has participation on mining operations in Finland, Canada, Australia, Mongolia, China, India, Angola, South Africa, Chile, Peru and other countries.

1st July 2011