INTERNATIONAL MEAL COMPANY ALIMENTAÇÃO S.A. Publicly-held Company CNPJ/MF nº / NIRE NOTICE TO THE MARKET
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1 Publicly-held Company CNPJ/MF nº / NIRE NOTICE TO THE MARKET (B3: MEAL3), hereby discloses to the public a free translation of the letter sent by the Company to Abanzai Representações S.A. and Sapore S.A. on this date. The Company reaffirms its commitment to timely provide relevant and adequate information to its shareholders and the market in general, pursuant to the applicable legislation. São Paulo, November 29, José Agote Financial and Investor Relations Officer
2 Free Translation São Paulo, November 29, To ABANZAI REPRESENTAÇÕES S.A. Rodovia Amparo-Itatiba SP 360, Km 114,5, s/n Amparo - SP SAPORE S.A. Avenida Antonio Artioli, 570 Campinas SP Attn: Mr. Daniel Eugênio Rivas Mendez Mr. Elezir José da Silva Junior BRASIL PLURAL CCTVM S.A. Rua Surubim, 373 São Paulo SP Attn: Mr. Luis José Rebello Resende Sent via Re.: Amendment to the Notice of Tender Offer Clarifications Dear Sirs, Reference is made to the public tender offer ( Tender Offer ) for acquisition of shares issued by the International Meal Company Alimentação S.A. ( IMC or Company ) launched by Abanzai Representações S.A. ( Abanzai or Offeror ), controlling shareholder of Sapore S.A. ( Sapore, collectively with Abanzai, Sapore Group ), through the notice amended and published on this date ( Amended Notice ).
3 On November 22, 2018, shortly after the notice of the Tender Offer was published, we sent to the Offeror a letter requesting certain clarifications and information ( IMC Letter ) 1 which, in our view, are essential for the Board of Directors of IMC to properly fulfill its obligation to express its opinion on the Tender Offer and for the shareholders of the Company to be able to make an informed decision in this regard. We have not received a response to the IMC Letter so far. In addition, although the Amended Notice has been published, it did not clarify some very important issues mentioned in the IMC Letter. In light of this, once again aiming to granting transparency and ensuring that the shareholders can make a duly informed decision on the Tender Offer, we hereby request you to clarify and make public what follows. Business Combination Abanzai reaffirms, in the Amended Notice, its intention, in the event the Tender Offer is successfully settled, to submit to the resolution of the IMC s shareholders a proposal for a business combination between the Company and Sapore. The Amended Notice, however, adds one new information, which is that the exchange ratio of the intended combination will be established by the valuation of the companies indicated in a report prepared by a first-rate investment bank, to be chosen at a general meeting by the remaining shareholders after the Tender Offer. However, this additional information contained in the Amended Notice is not enough, in our view, to address very important issues pointed out in the IMC Letter. This is because, as it is known, the exchange ratio is not the only relevant variable in a business combination. There are other relevant questions, such as the treatment of potential and materialized contingencies of the companies involved and possible indemnity obligations between the parties involved, among others, which certainly will not be negotiated by a financial institution in charge of preparing a valuation. Moreover, the exchange ratio proposed by a financial institution may be considered inadequate by the shareholders. However, the Amended Notice does not clarify: (i) if, once the financial institution is chosen, the proposed exchange ratio that it presents will be binding upon all shareholders; (ii) if, in case the exchange ratio is not binding, the Sapore Group intends to vote in the resolution regarding the exchange ratio; and (iii) if the negotiation of all other conditions of the transaction (such as the treatment of 1 Notice to the Market disclosed by IMC on , available at: pany.com/download_arquivos.asp?id_arquivo=e6ecda45-d509-4eeb-bd05-27a5ab32bfe7
4 contingencies and possible indemnity obligations) will be negotiated by an Independent Committee and if, in the resolution to be taken at the general meeting in this regard, the Sapore Group intends to vote. In view of this, we reiterate our request that you inform us and make public (i) what measures you intend to adopt to ensure the independence of the Company's corporate bodies in the negotiation of the business combination - considering that there are many other aspects to be negotiated in transactions of this nature besides the exchange ratio, (ii) if, once the financial institution in charge of proposing an exchange ratio between the companies involved in the corporate reorganization is chosen, the proposal submitted by it will be mandatory and binding upon all shareholders or, if not, whether the Sapore Group intends to vote in the resolution on the exchange ratio and on the other aspects of the business combination, and (iii) that no costs and expenses of the Tender Offer, including financing, will be transferred to the Company, or, if not case, the manner in which you intend to obtain the agreement of the Company's shareholders with such transfer, prior to the conclusion of the Tender Offer. Due Diligence Findings As already pointed out in the IMC Letter, the information shared in the due diligences carried out under the Association Agreement entered into by the Company and the Sapore Group on June 15, 2018 ( Association Agreement ) allowed the Sapore Group and the current management of the Company to have a complete and comprehensive view about the businesses of the companies and, consequently, about the terms they consider acceptable for a potential business combination. In view of this, and considering that indeed the results of the due diligence of Sapore were the reason for the Company to terminate the Association Agreement last September, we hereby request you to clarify and make public whether the information obtained in those due diligences will be used for purposes of the valuation to be carried out by the investment bank and by the Company's management in the eventual negotiation of the other terms of the business combination. In addition, since the Offeror did not add any important information about the Sapore Group into the Amended Notice, we reiterate our request of authorization for IMC to make public an extract of the most relevant results of the due diligence carried out at Sapore, which are currently protected by the non-disclosure
5 obligation, so that the Board of Directors can adequately fulfill its obligation to express its opinion and the shareholders of Company be able to make an informed decision on the Tender. Conclusion The present letter is made in compliance with our legal duty of diligence and aims to preserve the interests of the Company and its investors. We emphasize that this does not represent any opinion, favorable or contrary, regarding the Tender Offer, which will be prepared by the Company's management in a timely manner, in accordance with the applicable terms and deadlines. Finally, we clarify that, in order to ensure the equal and simultaneous dissemination of information, the Company will make the content of this letter public on this date.
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