Material Fact – Quick Logistics Acquisition


Mogi das Cruzes, February 16, 2016 – JSL S.A. (BM&FBOVESPA: JSLG3 and OTC: JSLGY) a publicly held company, complementing the Material Facts disclosed on December 17, 2015 and January 6, 2016, hereby informs its shareholders and the market in general that, on February 15, 2016, the Company entered into an Agreement for the Purchase and Sale of Interests and Other Covenants (“Agreement”) with the holders of all the capital stock of Quick Logística Ltda. and Quick Armazéns Gerais (jointly, “Quick”).

Quick provides transport, warehousing, inventory management, scheduled or cycle counting, picking and distribution services, and has a strong presence in Brazil‘s Midwest region, with operations mainly in the food, hygiene, cleaning, textile, pharmaceutical and chemical sectors. It closed 2015 with 1,262 employees and revenue of R$202.6 million (unaudited). Quick has 442 truck tractors, 184 trucks and 686 semi-trailer trucks, among other equipment.

The Transaction value is R$130.7 million, to be adjusted based on certain liabilities estimated at R$1.3 million, and will be paid as follows: (i) on the signature date, R$25.3 million in cash and R$24.7 million through the assignment of receivables (ii) R$19.5 million on February 15, 2022; (iii) R$19.5 million on January 14, 2013; and (v) the balance of the price will be paid in seventy (70) monthly installments, the first of which due on February 14, 2017, and the others on the same day of the immediately subsequent months. The price installments indicated in items (ii), (iii) and (iv) will be restated by the IGPM/FGV index, plus 1% per year, from this date to the date of actual settlement of each instalment, with this restatement being limited to the variation of the IPCA/IBGE index in the respective period.

The implementation of the Transaction is subject to the Transaction’s approval by the Extraordinary Shareholders’ Meeting (“ESM”).

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