ULTRAPAR HOLDINGS INC

Foreign Filer Report • Apr 22, 2009

6-K 1 dp13166_6k.htm FORM 6-K

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:

Form 20-F X Form 40-F

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):

Yes No X

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):

Yes No X

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:

Yes No X

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

ITEM
1.	Report
prepared by Apsis Consultoria Empresarial Ltda. regarding
the appraisal of net equity value at market price per share of
Uniã o
Terminais e Armazé ns
Gerais Ltda and Lexington Participaçõ es
Ltda.

	REPORT:	RJ-0284/08-01A
	BASE
DATE:	October 31,
2008
●	APPLICANTS:	TERMINAL QUÍMICO DE ARATU S/A -
TEQUIMAR, with head office located at Via Matoim, s/nº, Porto de
Aratu, Candeias, State of Bahia, registered with the General Roster of
Corporate Taxpayers (CNPJ/MF) under no. 14.688.220/0001-64, hereinafter
called TEQUIMAR ;
and ULTRAPAR PARTICIPAÇÕES
S.A., with head office located at Av. Brigadeiro Luiz Antonio, nº. 1.343, 9º
andar, São Paulo, State of São Paulo, registered with the General Roster
of Corporate Taxpayers (CNPJ/MF) under no. 33.256.439/0001-39, hereinafter
called ULTRAPAR
●	OBJECTS:	UNIÃO TERMINAIS E ARMAZÉNS
GERAIS LTDA , with head office located at Rua União, nº. 765, sala
122, Mauá, State of São Paulo, registered with the General Roster of
Corporate Taxpayers (CNPJ/MF) under no. 50.280.387/0001-55, hereinafter
called UNIÃO
TERMINAIS ; and LEXINGTON PARTICIPAÇÕES
LTDA , with head office located at Rua Araújo Porto Alegre, 36, 4º
andar, City and State of Rio de Janeiro, registered with the General
Roster of Corporate Taxpayers (CNPJ/MF) under no. 09.469.509/0001-52,
hereinafter called LEXINGTON.
	PURPOSE:	Calculation of the Net Equity
value of UNIÃO TERMINAIS and LEXINGTON at market price, in order to assess
the applicability of Article 256, II, b), of Act no. 6.404/76 (Corporate
Law), based on the acquisition of the totality of shares of UNIÃO
TERMINAIS and LEXINGTON by TEQUIMAR .

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EXECUTIVE SUMMARY

APSIS CONSULTORIA EMPRESARIAL Ltda. was hired by TEQUIMAR and ULTRAPAR to calculate the Net Equity value of UNIÃO TERMINAIS and LEXINGTON at market price, and to assess the applicability of Article 256, II, b), of Act no. 6.404/76 (Corporate Law), based on the acquisition of these companies.

The technical procedures employed in this report are in accordance with criteria set forth by appraisal standards.

This report presents the market values of the companies’ assets and liabilities, used to adjust the book Net Equity of UNIÃO TERMINAIS and LEXINGTON by the assets approach.

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SUMMARY OF RESULTS

The tables below present an overview of the Net Equity value at market price of UNIÃO TERMINAIS and LEXINGTON, as of the base date of this report:

COMPANY: UNIÃO TERMINAIS E ARMAZÉNS GERAIS LTDA.

October 31, 2008.

RELEVANT ACCOUNTS — BOOK	ADJUSTMENT		MARKET
TOTAL
ASSETS	127,750	61,437		189,187
CURRENT
ASSETS	18,256	(65	)	18,190
Cash and
banks	629	0		629
Financial
investments	9,874	0		9,874
Accounts
receivable	3,349	0		3,349
Inventories	176	0		176
Deferred
income tax and social contribution	1,207	0		1,207
Taxes
recoverable	1,371	0		1,371
Prepaid
expenses	513	(65	)	447
Accounts
receivable from subsidiary companies	783	0		783
Other
accounts receivable	354	0		354
LONG-TERM
ASSETS	1,282	0		1,282
Deferred
income tax and social contribution	251	0		251
Taxes
recoverable	148	0		148
Judicial
deposits	750	0		750
Accounts
receivable	133	0		133
PERMANENT
ASSETS	108,211	61,503		169,714
Investments	8	(8	)	(0	)
Others	8	(8	)	(0	)
Fixed
assets	106,170	62,007		168,177
Equipment and
installations	58,463	50,237		108,699
Buildings and
construction	31,234	(92	)	31,142
Land	10,389	11,863		22,252
Leasehold
improvements	0	0		0
Work in
progress/Advance to suppliers	4,420	0		4,420
Others	1,663	0		1,663
Deferred
assets	1,831	(496	)	1,335
Intangible
assets	203	0		203

COMPANY: UNIÃO TERMINAIS E ARMAZÉNS GERAIS LTDA.

October 31, 2008.

RELEVANT ACCOUNTS — BOOK	ADJUSTMENT	MARKET
TOTAL
ASSETS	127,750	61,437	189,187
CURRENT
LIABILITIES	27,995	20,605	48,601
Loans	19,642	0	19,642
Suppliers	1,004	0	1,004
Wages and
social charges	1,075	0	1,075
Profit and
gain sharing	1,641	0	1,641
Income tax
and social contributions payable	428	20,605	21,034
Tax
Liabilities	2,817	0	2,817
Other
accounts payable	1,387	0	1,387
LONG-TERM
LIABILITIES	25,795	833	26,628
Loans	23,896	0	23,896
Other taxes
and contributions	862	0	862
Other
accounts payable	1,037	833	1,870
NET
EQUITY	73,960	39,999	113,958
Capital
stock	52,031	0	52,031
Capital
reserves	192	0	192
Revenue
reserves	13,213	0	13,213
Accumulated
Profits/Deficit	8,522	0	8,522
Net
Adjustment to Market Value		39,999

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COMPANY: LEXINGTON PARTICIPAÇÕES LTDA.

October 31, 2008.

RELEVANT ACCOUNTS — BOOK	ADJUSTMENT	MARKET
TOTAL
ASSETS	8,501	13,181	21,682
CURRENT
ASSETS	2,866	0	2,866
Cash and
banks	869	0	869
Accounts
receivable from subsidiary companies	445	0	445
Proposed
dividends receivable	1,552	0	1,552
LONG-TERM
ASSETS	0	0	0
PERMANENT
ASSETS	5,635	13,181	18,816
Investments	5,635	13,181	18,816
Uni ã o/Vopak Armazens
Gerais Ltds. 50%	5,635	13,181	18,816
TOTAL
LIABILITIES	8,501	13,181	21,682
CURRENT
LIABILITIES	14	0	14
LONG-TERM
LIABILITIES	0	0	0
NET
EQUITY	8,487	13,181	21,668
Capital
stock	8,033	0	8,033
Profit
reserves	23	0	23
Accumulated
profit	431	0	431
Net
Adjustment to Market Value		13,181

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1. INTRODUCTION	6
2. PRINCIPLES AND
QUALIFICATIONS	7
3. RESPONSIBILITY LIMITS	8
4. APPRAISAL OF UNIÃO TERMINAIS AND
LEXINGTON	9
4.1. METHODOLOGY USED	9
4.2. PROFILING OF UNIAO
TERMINAIS	10
4.3. PROFILING OF
LEXINGTON	13
4.4. APPRAISAL OF NET EQUITY VALUE AT MARKET PRICE PER
SHARE	14
5. CONCLUSION	24
6. LIST OF ATTACHMENTS	25

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1. INTRODUCTION

APSIS CONSULTORIA EMPRESARIAL Ltda hereinafter called APSIS, with head office located at Rua São José, nº. 90, grupo 1.802, in the City of Rio de Janeiro, State of Rio de Janeiro, registered with the General Roster of Corporate Taxpayers (CNPJ/MF) under no. 27.281.922/0001-70, was hired by TEQUIMAR and ULTRAPAR to calculate the Net Equity value of UNIÃO TERMINAIS and LEXINGTON at market price, and to assess the applicability of Article 256, II, b), of Act no. 6.404/76 (Corporate Law), based on the acquisition of these companies.

In preparing this report, data and information supplied by third parties were used, in the form of documents and verbal interview with clients. The estimates used in this process are based on documents and information, which include, among others, the following:

§ Bylaws or Articles of Incorporation of the companies;

§ Financial statements of the group’s companies;

§ Organization chart and corporate holdings;

§ List of assets from permanent assets;

§ Set of architectural plans; and

§ Area charts.

Inspection of the terminals was carried out between June and July, 2008.

The APSIS team responsible for the coordination and performance of this work consists of the following professionals:

§ AMILCAR DE CASTRO

project manager

§ ANA CRISTINA FRANÇA DE SOUZA

civil engineer

post-graduated in accounting sciences (CREA/RJ 91.1.03043-4)

§ CESAR DE FREITAS SILVESTRE

accountant (CRC/RJ 044779/O-3)

§ CLAUDIO MARÇAL DE FREITAS

accountant (CRC/RJ 55029/O-1)

§ FLAVIO LUIZ PEREIRA

accountant (CRC/RJ 022016-O-9)

§ LUIZ PAULO CESAR SILVEIRA

mechanical engineer

master of business management (CREA/RJ 89.1.00165-1)

§ MARCELO UNFER PARABONI

business manager

post-graduated in financial management (CRA/RJ 20-47.164-6)

§ MARGARETH GUIZAN DA SILVA OLIVEIRA

civil engineer (CREA/RJ 91.1.03035-3)

§ RICARDO DUARTE CARNEIRO MONTEIRO

civil engineer

post-graduated in economic engineering (CREA/RJ 30137-D)

§ SÉRGIO FREITAS DE SOUZA

economist (CORECON/RJ 23521-0)

§ WASHINGTON FERREIRA BRAGA

accountant (CRC/RJ 024100-6 / CVM 6734)

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1. PRINCIPLES AND QUALIFICATIONS

This report strictly complies with the fundamental principles described below.

§ The consultants and appraisers have no personal bias towards the subject matter involved in this report nor derive any advantage from it.

§ The professional fees of APSIS are not, in any way, subject to the conclusions of this report.

§ The report was prepared by APSIS and no one, other than the consultants themselves, prepared the analyses and respective conclusions.

§ In this report, one assumes that the information received from third parties is correct, and the sources thereof are contained in said report.

§ To the best knowledge and credit of the consultants, the analyses, opinions and conclusions presented in this report are based on data, diligence, research and surveys that are true and correct.

§ APSIS assumes full responsibility for the matter of Appraisal Engineering, including implicit appraisals, in the exercise their honorable functions, primarily established in the appropriate laws, codes or regulations.

§ For projection purposes, we start from the premise of the inexistence of liens or encumbrances of any nature, judicial or extrajudicial, affecting the purpose of the relevant work, other than those listed in this report.

§ This Report meets the specifications and criteria established by the standards of the Brazilian Association of Technical Standards (ABNT), the specifications and criteria established by USPAP (Uniform Standards of Professional Appraisal Practice), in addition to the requirements imposed by different bodies, such as: the Treasury Department, the Central Bank of Brazil, CVM (the Brazilian equivalent to the US Securities and Exchange Commission), SUSEP (Private Insurance Superintendence), etc.

§ The report presents all the restrictive conditions imposed by the methodologies adopted, which affect the analyses, opinions and conclusions contained in the same.

§ APSIS declares that it does not have any direct or indirect interests in the companies contemplated in this report or their respective controllers or in the operation to which the "Protocol and Justification" refer, there being not relevant circumstance, which may characterize conflict or communion of interests, whether potential or current, to the issuance of this Appraisal Report.

§ In the course of our work, the controllers and managers of the companies contemplated in this report did not direct, limit, hinder or practice any acts, which have or may have compromised access, use or knowledge of information, property, documents or work methodologies relevant to the quality of our conclusions.

§ The Report was prepared in strict compliance with the postulates set forth in the Professional Code of Ethics of CONFEA – Federal Council of Engineering, Architecture and Agronomy ad of the Legal Institute of Engineering.

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1. RESPONSIBILITY LIMITS

§ In the preparation of this report, APSIS used historic data and information audited by third parties or not audited and projected non-audited data, supplied in writing or verbally by the company’s management or obtained from the sources mentioned. Therefore, APSIS assumed as true the data and information obtained for this report and does not have any responsibility in connection with their truthfulness.

§ Our work was developed for use by the applicants aiming at the already described objectives. It may, thus, be disclosed as part of the documents related to the corporate reorganization of TEQUIMAR, with the mention of this work in related publications being authorized, and it may further be filed at CVM and in the American Securities and Exchange Commission – SEC, as well as made available to shareholders and third parties, including through the websites of the companies involved.

§ We highlight that understanding of the conclusion of this report will take place by reading it and its attachments in full. Therefore, conclusions from partial reading may not be extracted.

§ The scope of this work did not include audit of the financial statements or revision of the works performed by its auditors .

§ We do not take responsibility for occasional losses to the applicants or to their shareholders, directors, creditors or other parties as a result of the use of data and information supplied by the company and set forth in this report.

§ The analyses and conclusions contained herein are based on several premises, held on this date, of future operational projections, such as: macroeconomic factors, amounts practiced by the market, exchange rate variations, sale prices, volumes, market share, revenues, taxes, investments, operational margins, etc. Thus, future results may differ from any prediction or estimate contained in this report.

§ This appraisal does not reflect events and their respective impact, having occurred after the date of issue of this report.

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1. APPRAISAL OF UNIÃO TERMINAIS AND LEXINGTON

4.1. METHODOLOGY USED

ASSETS APPROACH – NET EQUITY VALUE AT MARKET PRICE

This methodology derives from generally accepted accounting principles (PCGA), where financial statements are prepared based on the principle of historic or acquisition cost. Due to this principle and to the fundamental principle of accounting, the book value of the assets of a company less the book value of its liabilities equals the book value of its net equity.

On the other hand, the basic principles of economics allow us to create the following appraisal technique: the value defined for assets less the value defined for liabilities equals the value defined for a company’s net equity. From an appraisal perspective, the relevant value definitions are those appropriate to the objective of the appraisal.

The appraisal of assets, therefore, aims at appraising a company according to the adjustment of the book value (net balance) to its respective fair market value. The assets and liabilities deemed relevant are assessed by their fair market value, with a comparison being made between this value and the book value (net balance).

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4.2. PROFILING OF UNIAO TERMINAIS

Founded in December, 1978, UNIÃO TERMINAIS is a wholly owned company of Unipar - União de Indústrias Petroquímicas S/A. In the capacity of Port Operator, UNIÃO TERMINAIS provides services of storage and transportation of liquid bulk in general, in its own Terminals in Santos and Rio de Janeiro.

All Terminals operate under the General Warehousing system, with all storage tanks bonded and interconnected to Siscomex (Integrated Foreign Trade System). Starting from November 04, 2002, the Santos Terminal was granted authorization by the Secretariat of Federal Revenues to operate under a Bonded Warehouse System. The terminals of UNIÃO TERMINAIS were built according to applicable Technical Standards and have all the licenses required towards the performance of their activities, being an integrating company of the Chemicals Distribution Institute - Terminals (CDI-T) since November, 2004, by way of their Santos Terminal.

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SANTOS TERMINAL

Located in the district of Alemoa, of easy access, alongside Anchieta Highway, the Terminal comprises a 102.000m³ tank storage park allocated to 115 tanks of various sizes, made of carbon steel, with or without lining, as well as of inox stainless steel, on property land measuring 89.000m². It is authorized and qualified to operate with inflammable and non-inflammable products.

The Terminal is connected to the Alemoa pier by an eight-line pipeline, three of which being Ø 8” carbon steel lines, three being Ø 8" inox stainless steel lines and two being Ø 10" 316L inox stainless steel lines, and it has an efficient pumping system.

It comprises three mooring berths with enough draft to operate vessels of up to 60.000 TDW. The loading and unloading facilities for tank trucks allow for a simultaneous operation of up to twenty-eight trucks.

In the railway segment, the Terminal is provided with facilities which allow for loading and unloading operations of up to six simultaneous railway cars. In addition, the Terminal has two electronic scales for the weighing of tank trucks, one of which having a 60-ton capacity and the other having an 80-ton capacity, the latter being capable of operating with “bi-train” trucks.

The Terminal comprises residual water and gas treatment systems for all tanks, as well as its own laboratory and a specialized quality-control team for: products, tank cleaning and release, lines and equipment. It comprises circulation areas, electronic highway scales, maneuver rooms, a system for transferring products between tanks, a fire fighting system, tank and line inertization systems and an environmental protection system, such as: a high-level alarm, closed-circuit operations, among others.

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RIO TERMINAL

Located in the district of Caju, within the organized port area, it comprises a 17.000m³ tank storage park with twenty-four 1.000, 500 and 300m³ carbon steel tanks.

The Terminal is connected to the Caju pier by four lines and has enough draft to operate vessels of up to 50.000 TDW. The Terminal facilities allow for simultaneous ship, truck and railway car loading and unloading operations, as well as for transfers between tanks.

The Terminal offers operational facilities, such as: fire fighting and environmental protection systems, electronic highway scales and computerized management controls.

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4.3. PROFILING OF LEXINGTON

Lexington is a holding company, with no operational activities. The operating assets of Lexington are concentrated in the company UNIÃO VOPAK ARMAZÉNS GERAIS LTDA, of which it holds 50% interest.

UNIÃO VOPAK

UNIÃO VOPAK, a 50% Lexington and 50% Vopak company, is located in the district of Rocio, in the city of Paranaguá, within the organized port area. It comprises a 60.000m³ tank storage park with 25 carbon steel tanks of various sizes.

The Terminal is connected to the Liquid Bulk pier of the Port of Paranaguá by three lines and has enough draft to operate vessels of up to 40.000 TDW. The Terminal facilities allow for simultaneous ship, truck and railway car loading and unloading operations, as well as for transfers between tanks. The Terminal offers operational facilities, such as: fire fighting and environmental protection systems, electronic highway scales and computerized management controls, which have conferred the Terminal with the ISO 9001 certificate.

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4.4. APPRAISAL OF NET EQUITY VALUE AT MARKET PRICE PER SHARE

APPRAISAL OF UNIÃO TERMINAIS AND LEXINGTON

This report adopted the assets approach to assess the Net Equity values at market price of the companies UNIÃO TERMINAIS and LEXINGTON . In this approach, relevant assets and liabilities were appraised so as to reflect their fair market values.

APPRAISAL OF FIXED ASSETS

The assets that integrate the property, plant and equipment relative to the accounts of land, buildings/construction, equipment/installations and works in progress, are of the greatest relevance within the group of operating assets of UNIÃO TERMINAIS and UNIÃO VOPAK, operational subsidiary of LEXINGTON. The appraisal of these assets can be found in Appraisal Report RJ-0284/08-03 (Santos Terminal), 04 (Caju Terminal) and 05 (Paranaguá Terminal), and is summarized on the table at the side. It is worth to point out here that the market values of the assets listed in report RJ-0284/08-04 (Caju Terminal) have been restated in a conservative manner, taking into account the end of the grant period contemplated in the contract entered into with CIA DOCAS DO RIO DE JANEIRO.

UNIÃO VOPAK

| amounts in R$
thousand | |
| --- | --- |
| FIXED
ASSETS | MARKET |
| Equipment and
Installations | 36,846 |
| Buildings and
Construction | 6,068 |
| Land | 2,524 |
| Work in
Progress/Advance to Supplies | 729 |
| Others | 224 |
| TOTAL | 46,391 |

UNIÃO TERMINAIS

| amounts in R$
thousand | |
| --- | --- |
| FIXED
ASSETS | MARKET |
| Equipment and
installations | 108,699 |
| Buildings and
construction | 31,142 |
| Land | 22,252 |
| Work in
progress/Advance to supplies | 4,420 |
| Others | 1,663 |
| TOTAL | 168,177 |

APPRAISAL OF OTHER ASSETS AND LIABILITIES

For other assets and liabilities of UNIÃO TERMINAIS and LEXINGTON, the criteria detailed further in this Chapter were adopted, as shown in the calculations spreadsheets of Attachment 1.

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GENERAL APPRAISAL CRITERIA OF NET EQUITY AT MARKET PRICE

This report was prepared to comply with the provisions of Article 256, II, b) of Corporate Law, according to the criteria listed below, within the scope of the acquisition process of UNIÃO TERMINAIS E ARMAZÉNS GERAIS LTDA. and LEXINGTON PARTICIPAÇÕES LTDA. and its subsidiary company UNIÃO/VOPAK ARMAZÉNS GERAIS LTDA.

The table below presents the general criteria defined for the appraisal of each account and/or group of accounts of the companies involved in the operation:

| ACCOUNT
GROUP | PREMISES | APPRAISAL
CRITERIA |
| --- | --- | --- |
| GENERAL | Accounts with
a value of less than R$30 thousand reals were not analyzed; the book value
was maintained, with the exception of those that were consolidated in a
specific group. | Market value
identical to book value, for being close to the fair
value. |
| Cash, banks
and financial investments. | Highly liquid
assets, with book values equal or very close to market value Financial
investments are remunerated by way of CDI (Interbanking Deposit
Certificate)-based rates, with variable terms and due dates, and can be
redeemed at any time. | Market value
identical to book value, for being close to the fair
value. |
| Accounts
Receivable | Represented
by trade bills receivable from clients, net of allowance for doubtful
accounts. | Appraised,
when applicable, by the value receivable, net of built-in interest on the
sale price. |
| Accounts
receivable from Associated Companies (Current and Long-Term
Assets) | Values
receivable from associated companies. | Market value
identical to book value. |

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ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

| Inventories | Represented
by consumption and warehouse materials. | Market value
identical to book value, for being close to the fair
value. |
| --- | --- | --- |
| Deferred
Income Tax and Social Contribution (Current and Long-Term
Assets). | Tax credits,
restated by SELIC (Brazilian base rate), not subject to prescription
periods, resulting from tax losses, negative bases, among others,
substantiated in the continuity of the profitability of transactions and
recognized to amount at which its realization may be considered
probable. | Market value
identical to book value, for being close to the fair
value. |

Taxes Recoverable (Current and Long-Term Assets) Represented by the following tax credits, very close to taxes and contributions due in the short term: · ICMS (a Provisional Value Added Tax) · PIS E COFINS (Social Participation Program and Contribution to Social Security Financing) · IRRF (Income Tax Deductible at Source) · Early IR (Income Tax) and CS (Social Contribution) · Others Book value maintained, having in view that the balance is substantially represented by ICMS recoverable credits with fully expected recovery.

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ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

| Expenses of
following fiscal years | Substantially
represented by: · Insurance · Tax
Expenses | The value
corresponding to tax expenses was canceled. Expenses with insurance were
maintained by the book value, as, in the event of early termination, they
are subject to prorated recovery. |
| --- | --- | --- |
| Dividends
receivable | Represented
by dividends receivable from the wholly-owned company
UNIÃO/VOPAK. | Market value
identical to book value. |
| Other
accounts receivable | Substantially
represented by advances to staff and other accounts
receivable. | Market value
identical to book value. |
| Judicial
Deposits | Represented
by the net balance of judicial deposits reclassified against provisions
for contingencies. | Market value
identical to book value, for being close to the fair
value. |
| Relevant
Investments | Represented
by investments in UNIÃO/VOPAK ARMAZENS GERAIS LTDA., appraised through the
Net Equity Method of Accounting (MEP). | Book value
adjusted by the net equity calculated on the basis of the wholly owned
company’s adjustments at market value. |
| Other
Investments | Other
investments are represented by tax incentives. | The balance
was canceled by collection uncertainties. |
| Fixed Assets:
Land, buildings/facilities, machinery/equipment | Specific
appraisal reports, as presented in chapter 4. | Market
Value. |

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ACCOUNT GROUP PREMISES APPRAISAL CRITERIA

| Works in
Progress | Assets with
book value close to market value. | Market value
identical to book value, for being close to the fair
value. |
| --- | --- | --- |
| Advance to
Suppliers Property, Plant and Equipment | Values to be
incorporated to property, plant and equipment upon conclusion of
projects. | Market value
identical to book value, for being close to the fair
value. |
| Deferred
Assets | Expenses
associated to installations in leased assets and other pre-operating
expenses, net of corresponding amortizations. | Market value
identical to book value. The balance corresponding to other pre-operating
expenses was cancelled. |
| Intangible
Assets | Represented
by expenses with the development of systems and methods. | Market value
identical to book value. |
| Loans
(Current and Long-Term Liabilities) | Loans for the
acquisition of Real Estate, Working Capital and others. | The majority
of loans have their charges fixed on the basis of CDI (Interbanking
Deposit Certificate) or TJLP (Long-Term Interest Rate) rates, for the case
of specific loans taken from BNDES ( Brazil 's Economic
Development Bank ).
There are no relevant restatements at market value. |
| Suppliers | Obligations
with Suppliers with liquidation expected in a very short
term. | Market value
identical to book value, for being close to the fair
value. |

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18

| Wages and
social charges | Obligations
of very short-term liquidation. | Market value
identical to book value, for being close to the fair
value. |
| --- | --- | --- |
| Profit and
Gain Sharing | Values
payable to employees relative to gain sharing. | Market value
identical to book value, for being close to the fair
value. |
| Dividends
Payable | Represented
by proposed dividends to pay to controlling shareholders. | Market value
identical to book value. |
| Income Tax
and Social Contribution payable (Current and Long-Term
Liabilities) | Represented
by provision constituted on real profits, restated by IR (Income Tax) and
CS (Social Contribution) calculated on the effects of increases and
decreases in value. | Re-calculated on the basis of the
effects produced by the Net Equity appraisal at market
value. |
| Tax
Liabilities and Other Taxes and Contributions (Current and Long-Term
Liabilities) | Tax
obligations payable were contemplated by the value due in
full. | Market value
identical to book value, for being close to the fair
value. |
| Other
Accounts Payable (Current and Long-Term
Liabilities) | Substantially
represented by the provision for contingencies net of corresponding
judicial deposits. | Provisions
for contingencies were restated, when applicable, for values calculated on
the basis of possible contingencies, at the ratio of 50% of the amounts
presented, having in view the uncertainty of
success. |

APSIS CONSULTORIA REPORT

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19

NET EQUITY VALUE AT MARKET PRICE OF UNIÃO TERMINAIS

The table below presents the Net Equity value at Market Price of UNIÃO TERMINAIS as of the base date, with respective adjustments in the main accounts:

COMPANY: UNIÃO TERMINAIS E ARMAZÉNS GERAIS LTDA.

October 31, 2008.

RELEVANT ACCOUNTS — BOOK	ADJUSTMENT		MARKET
TOTAL
ASSETS	127,750	61,437		189,187
CURRENT
ASSETS	18,256	(65	)	18,190
Cash and
banks	629	0		629
Financial
investments	9,874	0		9,874
Accounts
receivable	3,349	0		3,349
Inventories	176	0		176
Deferred
income tax and social contribution	1,207	0		1,207
Taxes
recoverable	1,371	0		1,371
Prepaid
expenses	513	(65	)	447
Accounts
receivable from subsidiary companies	783	0		783
Other
accounts receivable	354	0		354
LONG-TERM
ASSETS	1,282	0		1,282
Deferred
income tax and social contribution	251	0		251
Taxes
recoverable	148	0		148
Judicial
deposits	750	0		750
Accounts
receivable	133	0		133
PERMANENT
ASSETS	108,211	61,503		169,714
Investments	8	(8	)	(0	)
Others	8	(8	)	(0	)
Fixed
assets	106,170	62,007		168,177
Equipment and
installations	58,463	50,237		108,699
Buildings and
construction	31,234	(92	)	31,142
Land	10,389	11,863		22,252
Leasehold
improvements	0	0		0
Work in
progress/Advance to suppliers	4,420	0		4,420
Others	1,663	0		1,663
Deferred
assets	1,831	(496	)	1,335
Intangible
assets	203	0		203

COMPANY: UNIÃO TERMINAIS E ARMAZÉNS GERAIS LTDA.

October 31, 2008.

RELEVANT ACCOUNTS — BOOK	ADJUSTMENT	MARKET
TOTAL
ASSETS	127,750	61,437	189,187
CURRENT
LIABILITIES	27,995	20,605	48,601
Loans	19,642	0	19,642
Suppliers	1,004	0	1,004
Wages and
social charges	1,075	0	1,075
Profit and
gain sharing	1,641	0	1,641
Income tax
and social contributions payable	428	20,605	21,034
Tax
Liabilities	2,817	0	2,817
Other
accounts payable	1,387	0	1,387
LONG-TERM
LIABILITIES	25,795	833	26,628
Loans	23,896	0	23,896
Other taxes
and contributions	862	0	862
Other
accounts payable	1,037	833	1,870
NET
EQUITY	73,960	39,999	113,958
Capital
stock	52,031	0	52,031
Capital
reserves	192	0	192
Revenue
reserves	13,213	0	13,213
Accumulated
Profits/Deficit	8,522	0	8,522
Net
Adjustment to Market Value		39,999

APSIS CONSULTORIA REPORT

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20

VALUE OF THE SHARES OF UNIÃO TERMINAIS AS OF THE BASE DATE

260.157 Shares	VALUE PER S HARE
Net equity at market
price	R$
438,04

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21

NET EQUITY VALUE AT MARKET PRICE OF LEXINGTON

The table below presents the Net Equity value at Market Price of LEXINGTON as of the base date, with respective adjustments in the main accounts:

COMPANY: LEXINGTON PARTICIPAÇÕES LTDA.

October 31, 2008.

RELEVANT ACCOUNTS — BOOK	ADJUSTMENT	MARKET
TOTAL
ASSETS	8,501	13,181	21,682
CURRENT
ASSETS	2,866	0	2,866
Cash and
banks	869	0	869
Accounts
receivable from subsidiary companies	445	0	445
Proposed
dividends receivable	1,552	0	1,552
LONG-TERM
ASSETS	0	0	0
PERMANENT
ASSETS	5,635	13,181	18,816
Investments	5,635	13,181	18,816
Uni ã o/Vopak Armazens
Gerais Ltds. 50%	5,635	13,181	18,816
TOTAL
LIABILITIES	8,501	13,181	21,682
CURRENT
LIABILITIES	14	0	14
LONG-TERM
LIABILITIES	0	0	0
NET
EQUITY	8,487	13,181	21,668
Capital
stock	8,033	0	8,033
Profit
reserves	23	0	23
Accumulated
profit	431	0	431
Net
Adjustment to Market Value		13,181

APSIS CONSULTORIA REPORT

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22

VALUE OF THE SHARES OF LEXINGTON AS OF THE BASE DATE

8.033.400 Shares	VALUE PER S HARE
Net equity at market
price	R$
2,70

APSIS CONSULTORIA REPORT

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23

1. CONCLUSION

In the light of examinations conducted in the previously mentioned documents and on the basis of APSIS’ analyses, the experts concluded that the Net Equity values of UNIÃO TERMINAIS and LEXINGTON at market price, as of the base date of October 31, 2008, are:

| UNIÃO
TERMINAIS | R$ 113.958
thousand (one hundred and thirteen million, nine hundred and fifty-eight
thousand reals) or approximately R$ 438,04
(four hundred and thirty-eight reals and four centavos) per
share. |
| --- | --- |
| LEXINGTON | R$ 21.668
thousand (twenty-one million, six hundred and sixty-eight thousand reals)
or approximately R$ 2,70 (two
reals and seventy centavos) per
share. |

Report RJ-0284/08-01A being concluded, consisting of 25 (twenty-five) pages typed on one side and 02 (two) attachments and extracted in 05 (five) original counterparts, APSIS Consultoria Empresarial S/C Ltda., CREA/RJ 82.2.00620-1 and CORECON/RJ RF/2.052-4, a company specialized in the appraisal of assets, legally represented below by its directors, makes itself available for any clarifications which may be necessary.

Rio de Janeiro, November 27, 2008.

ANA CRISTINA FRANÇA DE SOUZA Managing Partner LUIZ PAULO CESAR SILVEIRA Director CÉSAR DE FREITAS SILVESTRE Accountant

APSIS CONSULTORIA REPORT

RJ-0284/08-01A

24

1. LIST OF ATTACHMENTS

2. APPRAISAL CALCULATIONS AND SUPPORT DOCUMENTS

3. GLOSSARY AND APSIS’ PROFILE

SÃO PAULO – SP Alameda Franca , nº 1467/44 Jardim Paulista, CEP: 01422-0001 Tel.: + 55 11 3061.5879 Fax: + 55 11 5041.8206 RIO DE JANEIRO – RJ Rua São José, 90, grupo 1802 Centro, CEP: 20010-020 Tel.: + 55 21 2212.6850 Fax: + 55 21 2212.6851

APSIS CONSULTORIA REPORT

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25

ATTACHMENT 1

COMPANY:
October 31,
2008.

| ACCOUNTS | VALUE
(THOUSAND REALS) — BOOK | ADJUSTMENT | | MARKET | |
| --- | --- | --- | --- | --- | --- |
| TOTAL
ASSETS | 127,750 | 61,437 | | 189,187 | |
| CURRENT
ASSETS | 18,256 | (65 | ) | 18,190 | |
| Cash and
banks | 629 | 0 | | 629 | |
| Financial
investments | 9,874 | 0 | | 9,874 | |
| Accounts
receivable | 3,349 | 0 | | 3,349 | |
| Inventories | 176 | 0 | | 176 | |
| Deferred
income tax and social contribution | 1,207 | 0 | | 1,207 | |
| Taxes
recoverable | 1,371 | 0 | | 1,371 | |
| Prepaid
expenses | 513 | (65 | ) | 447 | |
| Accounts
receivable from subsidiary companies | 783 | 0 | | 783 | |
| Other
accounts receivable | 354 | 0 | | 354 | |
| LONG-TERM
ASSETS | 1,282 | 0 | | 1,282 | |
| Deferred
income tax and social contribution | 251 | 0 | | 251 | |
| Taxes
recoverable | 148 | 0 | | 148 | |
| Judicial
deposits | 750 | 0 | | 750 | |
| Accounts
receivable | 133 | 0 | | 133 | |
| PERMANENT
ASSETS | 108,211 | 61,503 | | 169,714 | |
| Investments | 8 | (8 | ) | (0 | ) |
| Others | 8 | (8 | ) | (0 | ) |
| Fixed
assets | 106,170 | 62,007 | | 168,177 | |
| Equipment and
installations | 58,463 | 50,237 | | 108,699 | |
| Buildings and
construction | 31,234 | (92 | ) | 31,142 | |
| Land | 10,389 | 11,863 | | 22,252 | |
| Work in
progress/Advance to suppliers | 4,420 | 0 | | 4,420 | |
| Others | 1,663 | 0 | | 1,663 | |
| Deferred
assets | 1,831 | (496 | ) | 1,335 | |
| Intangible
assets | 203 | 0 | | 203 | |
| | | | | 0 | |
| TOTAL
LIABILITIES | 127,750 | 61,437 | | 189,187 | |
| CURRENT
LIABILITIES | 27,995 | 20,605 | | 48,601 | |
| Loans | 19,642 | 0 | | 19,642 | |
| Suppliers | 1,004 | 0 | | 1,004 | |
| Wages and
social charges | 1,075 | 0 | | 1,075 | |
| Profit and
gain sharing | 1,641 | 0 | | 1,641 | |
| Income tax
and social contributions payable | 428 | 20,605 | | 21,034 | |
| Tax
liabilities | 2,817 | 0 | | 2,817 | |
| Other
accounts payable | 1,387 | 0 | | 1,387 | |
| LONG-TERM
LIABILITIES | 25,795 | 833 | | 26,628 | |
| Loans | 23,896 | 0 | | 23,896 | |
| Other taxes
and contributions | 862 | 0 | | 862 | |
| Other
accounts payable | 1,037 | 833 | | 1,870 | |
| NET
EQUITY | 73,960 | 39,999 | | 113,958 | |
| Capital
stock | 52,031 | 0 | | 52,031 | |
| Capital
reserves | 192 | 0 | | 192 | |
| Revenue
reserves | 13,213 | 0 | | 13,213 | |
| Accumulated
Profits/Deficit | 8,522 | 0 | | 8,522 | |
| Net
Adjustment to Market Value | | 39,999 | | | |

| COMPANY: LEXINGTON
PARTICIPAÇÕES LTDA. |
| --- |
| October 31,
2008. |

| RELEVANT — ACCOUNTS | | VALUE
(THOUSAND REALS) — BOOK | ADJUSTMENT | MARKET |
| --- | --- | --- | --- | --- |
| TOTAL
ASSETS | | 8,501 | 13,181 | 21,682 |
| CURRENT
ASSETS | | 2,866 | 0 | 2,866 |
| Cash and
banks | | 869 | 0 | 869 |
| Accounts
receivable from subsidiary companies | | 445 | 0 | 445 |
| Proposed
dividends receivable | | 1,552 | 0 | 1,552 |
| LONG-TERM
ASSETS | | 0 | 0 | 0 |
| PERMANENT
ASSETS | | 5,635 | 13,181 | 18,816 |
| Investments | | 5,635 | 13,181 | 18,816 |
| União/Vopak
Armazens Gerais Ltda. | 50% | 5,635 | 13,181 | 18,816 |
| TOTAL
LIABILITIES | | 8,501 | 13,181 | 21,682 |
| CURRENT
LIABILITIES | | 14 | 0 | 14 |
| LONG-TERM
LIABILITIES | | 0 | 0 | 0 |
| NET
EQUITY | | 8,487 | 13,181 | 21,668 |
| Capital
stock | | 8,033 | 0 | 8,033 |
| Profit
reserves | | 23 | 0 | 23 |
| Accumulated
profit | | 431 | 0 | 431 |
| Net
Adjustment to Market Value | | | 13,181 | |

| COMPANY: UNIÃO/VOPAK
ARMAZENS GERAIS LTDA. |
| --- |
| October 31,
2008. |

| RELEVANT — ACCOUNTS | VALUE (THOUSAND
REALS) — BOOK | ADJUSTMENT | | MARKET |
| --- | --- | --- | --- | --- |
| TOTAL
ASSETS | 17,136 | 39,944 | | 57,079 |
| CURRENT
ASSETS | 4,731 | (14 | ) | 4,717 |
| Cash and
banks | 30 | 0 | | 30 |
| Financial
investments | 3,307 | 0 | | 3,307 |
| Accounts
receivable | 1,022 | 0 | | 1,022 |
| Deferred
income tax and social contribution | 99 | 0 | | 99 |
| Taxes
recoverable | 49 | 0 | | 49 |
| Prepaid
expenses | 178 | (14 | ) | 164 |
| Other
accounts receivable | 45 | 0 | | 45 |
| LONG-TERM
ASSETS | 170 | 0 | | 170 |
| Taxes
recoverable | 15 | 0 | | 15 |
| Judicial
deposits | 155 | 0 | | 155 |
| PERMANENT
ASSETS | 12,234 | 39,958 | | 52,192 |
| Investments | 58 | (58 | ) | 0 |
| Others | 58 | (58 | ) | 0 |
| Fixed
assets | 6,226 | 40,165 | | 46,391 |
| Equipment and
Installations | 2,623 | 34,222 | | 36,846 |
| Buildings and
Construction | 411 | 5,657 | | 6,068 |
| Land | 2,238 | 286 | | 2,524 |
| Work in
Progress/Advance to Suppliers | 729 | 0 | | 729 |
| Others | 224 | 0 | | 224 |
| Deferred
assets | 5,829 | (150 | ) | 5,679 |
| Intangible
assets | 122 | 0 | | 122 |
| TOTAL
LIABILITIES | 17,136 | 39,944 | | 57,079 |
| CURRENT
LIABILITIES | 5,466 | 13,581 | | 19,047 |
| Loans | 657 | 0 | | 657 |
| Suppliers | 121 | 0 | | 121 |
| Profit and
gain sharing | 293 | 0 | | 293 |
| Income Tax
and social contributions payable | 816 | 13,581 | | 14,397 |
| Dividends
payable | 3,104 | 0 | | 3,104 |
| Tax
liabilities | 270 | 0 | | 270 |
| Other
accounts payable | 205 | 0 | | 205 |
| LONG-TERM
LIABILITIES | 400 | 0 | | 400 |
| Loans | 400 | 0 | | 400 |
| NET
EQUITY | 11,269 | 26,363 | | 37,632 |
| Capital
stock | 7,347 | 0 | | 7,347 |
| Capital
reserves | 92 | 0 | | 92 |
| Profit
reserves | 1,025 | 0 | | 1,025 |
| Accmulated
profits | 2,805 | 0 | | 2,805 |
| Net
Adjustment to Market Value | | 26,363 | | |

ATTACHMENT 2

GLOSSARY

ASSETS APPROACH – valuation methodology in which all assets and liabilities (including unregistered ones) have their value adjusted according to their market values.

BETA – measurement of a stock systematic risk, price trend of a certain stock to be related to changes in a certain index.

BUSINESS RISK – uncertainty level for realizing future returns expected for the business, which do not result from financial leverage.

CAPITAL STRUCTURE – breakdown of the capital invested in a company, including own capital (equity) and third-parties capital (indebtedness).

CAPITALIZATION – conversion of a simple period of economic benefits into value.

CAPITALIZATION RATE – any divisor used for converting economic benefits into value in a simple period.

CAPM – Capital Asset Pricing Model -model in which the cost of capital for any stock or group of stocks is equivalent to the risk-free rate added to a risk premium, provided by the systematic risk of the stock or group of stocks under analysis.

CASH FLOW – cash generated by an asset, group of assets or company during a certain period of time. Usually, such term is complemented by a qualification, depending on the context (operating, non-operating, etc)

COMPANY – commercial, industrial, service or investment entity performing an economic entity.

CONSTRUCTION EQUIVALENT AREA – constructed area on which the corresponding construction unit cost equivalence is applied, as provided by the principles of NB-140 of ABNT (Brazilian Association of Technical Rules).

CONTROL – power to direct the company strategic, politic and administrative management.

CONTROLLING PREMIUM – value or percentage of a controlling stocks pro rata value over the non-controlling stocks pro rata value, which reflect the controlling power.

COST OF CAPITAL – expected return rate required by the market for attracting funds for a determined investment.

CURRENT VALUE – It is the value for replacing an existing asset for a new one, depreciated according its physical conditions.

DISCOUNT FOR LACK OF CONTROL – value or percentage deducted from the 100%-pro rata value of a company value, which reflects the lack of part or whole control.

DISCOUNT FOR LACK OF LIQUIDITY – value or percentage deducted from the 100% pro rata value of a company value, which reflects the lack of liquidity.

DISCOUNT RATE – any divisor used for converting a future economic benefit flow into present value.

EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization.

ECONOMIC BENEFIT – benefits such as revenues, net income, net cash flow, etc.

ELECTRIC DAMAGE VALUE – It is an estimation of the cost for repairing or replacing the parts of an asset in case of electric damage. Values are scheduled in percentages of the Replacing

1

Value and were calculated through equipment’s manual analysis and the repairing maintenance expertise of APSIS’ technicians.

FAIR MARKET VALUE – value for which a certain asset change its ownership between a potential seller and a potential buyer, when both parties are aware of relevant facts and none of them are under pressure to make the deal.

GOODWILL – intangible asset referring to name, reputation, client portfolio, loyalty, localization and other similar items that cannot be identified separately.

HOMOGENIZED AREA – usable, private or constructed area with mathematical treatments for valuation purposes, according to criteria set forth by APSIS, based on the real state market.

INCOME APPROACH – valuation methodology by converting to present value expected economic benefits.

INSURANCE MAXIMUM VALUE – It is the maximum value of an asset for which it is advisable to insure it. Such criterion establishes that the asset which depreciation is higher than 50%¨should have a Insurance Maximum Value equivalent to twice the Current Value; and, an asset which depreciation is lower than 50%, should have a Insurance Maximum Value equivalent to the Replacing Value.

INSURANCE VALUE – It is the value for which the Insurance Company assumes the risks, and it is not applied on land and foundations, expect in special cases.

INTANGIBLE ASSETS – non-physical assets such as brands, patents, rights, contracts, industrial secrets that provide the owner with rights and values.

INTERNAL RETURN RATE – discount rated in which the present value of the future cash flow is equivalent to the investment cost.

INVESTED CAPITAL – sum of own capital and third-parties capital invested in a company. Third-parties capital is usually related to debts with short and long term interests to be specified in the valuation context.

INVESTED CAPITAL CASH FLOW – cash flow generated by the company to be reverted to financers (interests and amortizations) and shareholders (dividends) after operating costs and expenses and capital expenditures.

INVESTMENT VALUE – value for a particular investor, based on particular interests for a certain asset such as synergy with other companies of a investor, different perceptions of risk and future performances, etc.

ISSUE DATE – date on which the valuation report is ended, when valuation conclusions are presented to the client.

LEVERAGED BETA – beta value reflecting the indebtedness in the capital structure.

LIQUIDATION VALUE – It is the value of a sale on sale in the market, out of its original productive process. In other words, it is the value that would be verified in case the asset was deactivated and put up for sale separately, considering costs of disassembly or demolition (in case of real estate), storage and transportation.

LIQUIDITY – capacity to rapidly convert a certain asset into cash or into a debt payment.

MARKET APPROACH – valuation methodology, which utilizes multiples that result from the sale price of similar assets.

MARKET NET EQUITY – see assets approach.

MULTIPLE – market value of a company, stock or invested capital, divided by a company’s measurement (revenues, income, client volume, etc.).

2

NON-OPERATING ASSETS – assets that are not directly related to the company operating activity (whether they generate revenue or not) and that may be sold without affecting its operation.

OPERATING ASSETS – assets that are necessary for the company operation.

PERPETUITY VALUE – value at the end of the projective period to be added to the cash flow.

PRESENT VALUE – value of a future economic benefit on a specific date, calculated by the application of a discount rate.

PRIVATE AREA – usable area including building elements (such as walls, columns, et c) and elevators hall (in some cases).

REFERENCE DATE – specific date (day, month and year) to apply the valuation.

RESIDUAL VALUE – It is the value of a new or old asset projected for a certain date, limited to the date on which such asset turns into scrap, considering that during such period of time, the asset will be operating.

REPLACING VALUE (FOR A NEW ASSET) – value based on the price (usually at market current prices) or replacing an asset for a new equal or similar one.

SCRAP VALUE – It is the asset value at the end of its useful life, considering its disassembly or demolition value (in case of real estate), storage and transportation.

SUPPORTING DOCUMENTATION – discount rate is a return rate used to convert into present value a payable or receivable amount.

TANGIBLE ASSETS – physical assets such as lands, constructions, machines and equipment, furniture and appliances, etc.

USEFUL AREA – usable area of a real estate, measures by the internal face of its walls.

USEFUL LIFE – period of time during which an asset may generate economic benefits VALUATION – act or process through which the value of a company, stock interest or other asset is determined.

VALUATION METHODOLOGY – the approaches used for preparing valuing calculations in order to indicate the value of a company, stock interest or other asset.

VALUE – price denominated in monetary quantity.

WACC (Weighted Average Cost of Capital) – model in which the cost of capital is determined by the weighted average of the value.

3

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 22, 2009

| /s/
André Covre | |
| --- | --- |
| Name: | André
Covre |
| Title: | Chief
Financial and Investor Relations Officer |

(Apsis Report – appraisal of net equity value at market price per share of Uniã o Terminais and Lexington)