Form
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
Of Foreign Private Issuer
Pursuant
To Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
For the
month of April, 2009
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida Brigadeiro Luis Antonio,
1343, 9º Andar
São
Paulo, SP, Brazil 01317-910
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form
40-F:
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Form
20-F
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X
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Form
40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
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Yes
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No
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X
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
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Yes
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No
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X
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Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes
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No
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X
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF CONTENTS
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ITEM
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1.
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Market
Announcement, dated March 31, 2009, entitled “Ultrapar
announces the closing of Texaco’s
acquisition.”
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ITEM
1
 ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly
Traded Company
CNPJ
Nº 33.256.439/0001-39
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MARKET
ANNOUNCEMENT
ULTRAPAR ANNOUNCES THE
CLOSING OF TEXACO’S ACQUISITION
São Paulo, March 31st, 2009 – Further to the Material Notice
released on August 14th, 2008, Ultrapar Participações S.A.
(“Ultrapar”) hereby announces that it closed today, through its subsidiary
Sociedade Brasileira de Participações Ltda. (“SBP”), the acquisition of 100% of
the shares of Chevron Brasil Ltda. (“CBL”) and Sociedade Anônima de Óleo Galena
Signal (“Galena”), subsidiaries of Chevron that hold the Texaco-branded fuels
marketing business in Brazil (“Texaco”). Prior to the closing, Chevron’s
lubricant and oil exploration activities in Brazil were spun-off from CBL and Galena to other Chevron’s legal
entities.
SBP disbursed on this date R$ 1,106
million, in addition to the US$ 38 million deposit made to Chevron in August
2008. The terms of the acquisition do not include the assumption of Texaco’s net
debt. Working capital adjustments or any net debt that might exist on
this date will be verified within 60 days, and will be settled with Chevron
thereafter.
Texaco’s
acquisition is part of Ultrapar’s strategy to increase its operational scale in
the fuels marketing business and expand its operations to the Mid-West,
Northeast and North regions of Brazil. In 2008 Texaco sold 7 million cubic
meters of diesel, gasoline, ethanol and natural gas for vehicles, which
represented approximately an 8% market share in Brazil. The combination with
Texaco will create a nationwide fuels marketing business, with a network of more
than five thousand service stations and approximately 22% market share,
enhancing its positioning to grow and strengthening its competitiveness through
the larger operational scale. The addition of Texaco should allow, for example,
improved efficiency and competitiveness in the distribution and sales processes,
dilution of advertising, marketing and products development expenses, and gains
of scale in administrative functions. Additionally, Texaco’s acquisition leads
to the Ultrapar’s geographical expansion in the sector, allowing the company to
reach regions with consumption growth above the national average, and brings new
commercial opportunities arising from the national coverage. Through these
elements, Ultrapar aims to generate profitability in the combined business at
least at the current levels of Ipiranga.
The acquisition of Texaco is a relevant
investment for Ultrapar, according to Article 247 of the Brazilian Corporate Law
and will be submitted to deliberation on the extraordinary general meeting,
under the terms of the Article 256 of the Brazilian Corporate Law. Considering
that only from the present date Ultrapar has the necessary information to start
preparing the appraisal of the equity at market value of the acquired companies,
as required by item II (b) of Article 256, at this moment it is not possible to
define whether shareholders who eventually dissent from the decisions taken at
the extraordinary general meeting to approve the acquisition will have or not
withdrawal right. Ultrapar will inform its shareholders and the market in due
course about the extraordinary general meeting and the applicability or not of
withdrawal right. In the event the acquisition entitles withdrawal right,
dissenting shareholders who can exercise this right are the shareholders who own
common shares issued by Ultrapar without interruption since the last day prior
to the release of the Material Notice, or August, 13th 2008, including this
date.
Additional
information about Texaco acquisition is available at Ultrapar’s website
(www.ultra.com.br).
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André
Covre
Chief
Financial and Investor Relations Officer
Ultrapar
Participações S.A.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: April
1, 2009
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ULTRAPAR
HOLDINGS INC.
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By:
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/s/
André Covre
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Name:
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André
Covre
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Title:
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Chief
Financial and Investor Relations
Officer
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(Market
Announcement)