September 28, 2010
Definitive Agreement on Acquisition of Shares in the Iron Ore Business of Usinas
Siderúrgicas de Minas Gerais S.A and Increased Capitalization of Sumitomo''s Brazilian
Sumitomo Corporation (President and CEO: Susumu Kato; Headquarters: Chuo-ku, Tokyo,
Japan; hereinafter “Sumitomo”) announces that it has signed a definitive agreement with Usinas
Siderúrgicas de Minas Gerais S.A. (Chief Executive Officer: Wilson Nélio Brumer;
Headquarters: Belo Horizonte, Brazil; hereinafter “Usiminas”), a leading Brazilian steel
producer, pursuant to which a Brazilian subsidiary of Sumitomo will subscribe for common
nominative shares in Mineração Usiminas S.A. (hereinafter “MUSA”), which has been
established by Usiminas as an iron ore mining company controlled by Usiminas. Sumitomo also
announces its plan to capitalize its Brazilian subsidiary to effect the investment in MUSA.
I. Outline of the Definitive Agreements with Usiminas
The terms of the agreements are in line with those anticipated in Sumitomo’s press release dated
July 1, 2010.
1) Usiminas will contribute the following iron ore-related assets to MUSA, and Sumitomo
will subscribe for common nominative shares in MUSA under the terms described in item
a) All iron ore mining assets owned by Usiminas in the Serra Azul region of the
state of Minas Gerais,
b) A portion of the shares of MRS Logística S.A. (“MRS”) held by Usiminas,
c) Land adjacent to the port of Itaguaí in the state of Rio de Janeiro that is owned by
Usiminas and planned for development of logistics assets, and
d) Equity ownership stakes held by Usiminas in iron ore railroad loading terminals
near the Serra Azul region.
2) Sumitomo plans to invest up to US$1,929,000,000 in cash (US$1,350,000,000 of which
will be paid at closing) for a 30% ownership position in MUSA.
II. Increased Capitalization of Brazilian Subsidiary to effect this Transaction
Sumitomo announces that it has decided to subscribe for new shares to be issued by Summit
Empreendimentos Minerais Ltda. (“SEM”), its indirectly 100% owned subsidiary, which will
subscribe for new shares in MUSA based on the definitive agreement as described in the above
1) Overview of SEM
(1) Company Summit Empreendimentos Minerais Ltda.
(2) Head Office São Paulo, Brazil
(3) Representative Administrator Hisahide Kikkawa
Research of business opportunities, including mining assets
exploration and participation and investment in such projects
Before Capitalization; Brazilian Reais 290,000
After Capitalization; Brazilian Reais equivalent of approximately
(6) Date established August 22, 2002
(7) Major shareholders and holding ratio
100% owned by Sumitomo and its affiliates
(8) Relationship between Sumitomo and SEM
SEM is, as of the latest date, a 100% owned subsidiary
of Sumitomo Corporation do Brasil S.A., a group
company of Sumitomo.
Sumitomo Corporation do Brasil seconds 1 director and
employee in total to SEM as of the end of the latest
There is no special business connection in the latest
2) Expected Timing of Capitalization of SEM
3) Outlook of Business Performance
The transactions described above are not expected to have a material effect on
Sumitomo’s business performance for the fiscal year ending March 31, 2011.