Business Context and Reporting Period
This Form 6-K filing by Embraer S.A. is dated November 30, 2010. The document serves as a Notice to Shareholders regarding dissenting shareholder withdrawal rights following an Extraordinary General Shareholders' Meeting (EGM) held on November 19, 2010. The EGM approved a modification to the Company's corporate purpose.
Key Financial Metrics
The filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the current period. The only financial data provided relates to the valuation of shares for withdrawal purposes:
- Refund Value per Share: R$7.00 (Brazilian Reais), based on equity value from fiscal year 2009 financial statements.
- Market Trading Price: R$12.13 per share as of the close of business on November 29, 2010.
Material Changes
The primary material change is the approval of a modification to the Company's corporate purpose at the EGM on November 19, 2010. This action triggered statutory withdrawal rights for dissenting shareholders. The filing notes a significant discrepancy between the statutory refund value (R$7.00) and the current market price (R$12.13).
Guidance, Outlook, and Management Commentary
Management expects that few or no requests for withdrawal rights will be submitted by holders of Common Shares or American Depositary Shares (ADSs) due to the refund amount being significantly lower than the current trading price. To avoid incurring significant expenses inefficiently, the Company has established specific conditions for ADS holders wishing to exercise these rights, including the requirement to cancel ADSs and take delivery of underlying shares in a Brazilian account. The Company reserves the right to announce alternative arrangements for ADS holders if the trading price changes significantly to make withdrawal attractive.
Withdrawal Rights Timeline
- Start Date: November 30, 2010 (publication of EGM Minutes).
- Eligibility: Shareholders who owned shares on October 19, 2010 (first publication of the call notice).
- End Date: December 29, 2010 (30 days from publication).
- Estimated Payment Date: Up to 30 days following the end date, until January 28, 2011.
Important Facts for Investors to Verify
- Verify the current trading price of Embraer shares and ADSs against the R$7.00 refund value to assess the economic viability of exercising withdrawal rights.
- Confirm ownership status as of October 19, 2010, to determine eligibility for withdrawal.
- ADS holders must verify the logistical requirements and costs associated with canceling ADSs and establishing a Brazilian securities account to exercise withdrawal rights.
- Note that the filing explicitly states the refund value is based on 2009 financial statements, not current 2010 valuations.