board opinion new public offer amendment (with credit suisse opinion)

8/13/2019 Board Opinion New Public Offer Amendment (with Credit Suisse Opinion)

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DIAGNSTICOS DA AMRICA S.A.Publicly held Company

NIRE No. 35.300.172.507CNPJ/MF No. 61.486.650/0001-83

MINUTES OF THE BOARD OF DIRECTORS MEETINGHELD ON FEBRUARY 6, 2014

Date, Time and Place: Held on February 6, 2014, at 7 p.m., in the headquarters ofDiagnsticos da Amrica S/A (Company or DASA), located at Av. Juru, 434, Alphaville,Barueri, SP.

Notice of Meeting: Given in the manner set forth in Article 19 of the Companys Bylaws.

Attendance: Attendance of a majority of the members of the Board of Directors, byconference call. The Chairman of the Board noted the absence of the Director Dickson EstevesTangerino, duly justified in a letter previously sent to the Company, by reason of an impediment

to participate in the discussions and deliberations about the matters on the Agenda. Alsopresent was Mr. Paulo Cezar Arago, representative of the Law firm Barbosa, Mssnich &

Arago Advogados.

Board: Romeu Crtes Domingues, Chairman; and Oscar de Paula Bernardes Neto, Secretary.

Agenda:

To deliberate, in compliance with Item 4.8 of the New Market Regulation, on the amendment tothe preliminary opinion of the Board of Directors of the Company adopted at the meeting heldon 1/13/2004, at 5p.m., regarding specifically the alterations to the voluntary tender offer toacquire the control of the Company launched by CROMOSSOMO PARTICIPAES II S.A., acorporation [sociedade annima ] with headquarters at Rua Joaquim Floriano, No. 413, suite112, part, Itaim Bibi, in the City of So Paulo, State of So Paulo, CEP 04534-011, registered inthe Federal Taxpayers Registry under No. 14.167.188/0001-71 ("Offering Party" or"Cromossomo"), for the acquisition of up to the whole of the common shares issued by theCompany, for the price per share of R$15,00 (fifteen reais) ("Tender Offer"), as described in the


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Amendment to the public note of the Tender Offer published on January 30, 2014 (PublicNote).

Resolutions adopted unanimously by the Directors present at the meeting:

After the presentations made by the representatives of Barbosa, Mssnich & Arago Advogados, followed by analysis and discussion of the matters on the Agenda, the members ofthe Board of Directors present at the meeting resolved to express their opinion on thealterations to the Tender Offer arising from the Amendment to the Public Note, in the terms ofthe prior opinion set out in Attachment I hereto.

Close of the Meeting and Drawing-up of the Minutes : There being no further matters to

be discussed, the meeting brought to a close, and these minutes were drawn up, which, afterbeing read, were approved by all present.

Signatures: BOARD: CHAIRMAN, Romeu Crtes Domingues; SECRETARY, Oscar de PaulaBernardes Neto.DIRECTORS: Romeu Crtes Domingues, Oscar de Paula Bernardes Neto,Carlos Fernando Costa and Mauricio Bittencourt Almeida Magalhes.

This is a true copy of the minutes entered in the appropriate Book.

So Paulo, February 6, 2014.

Board:

________________________________

Romeu Crtes Domingues

Chairman

_______________________________

Oscar de Paula Bernardes Neto

Secretary

(Signature page of the Minutes of the Board of Directors Meeting of Diagnsticos da AmricaS.A. held on February 6, 2014 at 7 p.m.)


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This opinion of the companys board of directors regarding the voluntary tender offer to acquire common shares issued byDiagnsticos da Amrica S/A is a free translation of the Portuguese version of the document. In order to allow an informeddecision, the shareholders should carefully read the detailed information about the offering as provided for in the announcementand other related offer documents, available at the website http://www.dasa3.com.br/?idioma=ptb.

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(Attachment I to the Minutes of Board of Directors Meeting, held on February 6, 2014, at 7 p.m.)

ATTACHMENT I

OPINION OF THE COMPANYS BOARD OF DIRECTORS REGARDING THE VOLUNTARY

TENDER OFFER TO ACQUIRE COMMON SHARES ISSUED BY DIAGNSTICOS DA AMRICA S/A, ACCORDING TO THE AMMENDMENT PUBLISHED ON 1.30.2014

In order to comply with the item 4.8 of the New Market Regulation of BM&FBOVESPA S.A. -

Bolsa de Valores, Mercadorias e Futuros (Regulamento de Listagem do Novo Mercado da

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros) (respectively New Market,

Regulation and BM&FBOVESPA), the Board of Directors of Diagnsticos da Amrica S/A

(DASA or Company), with the abstention recorded in minutes, presents its opinion on the

public voluntary offering to acquire shares issued by DASA launched by Cromossomo

Participaes II S/A (Offering Party), in accordance with the amendment published on

1.30.2014 in Jornal Dirio, Comrcio, Indstria & Servios, in the newspaper Valor Econmico

and in Dirio Oficial do Estado de So Paulo ("Amendment"), available on the Offering Party

website (http://www.mzweb.com.br/opadasa/), Company website (www.dasa.com.br/ri), BTG

Pactual Corretora de Ttulos e Valores Mobilirios S.A. (Intermediary Institution) website

(https://www.btgpactual.com/home/InvestmentBank.aspx/InvestmentBanking/MercadoCapitais

), Brazilian Securities Commission (CVM) website (www.cvm.gov.br) and BMF&BOVESPA

website (www.bmfbovespa.com.br).

I SUBSEQUENT EVENTS TO THE FIRST OPINION OF THE BOARD OF DIRECTORS

After the opinion of the Board of Directors of 1.13.2014, the Offering Party published a first

amendment to public note, which was considered ineffective by CVM, as widely reported.

Subsequently, and based on the decision of the Commissioners of the CVM of 1.27.2014, the

Offering Party published, on 1.30.2014, the Amendment, by which altered the public note. According to the amended public note, the Offering Party "agrees to acquire, through the

Intermediary Institution, an aggregate number of 311,803,015 (three hundred eleven million,

eight hundred and three thousand and fifteen) Shares () (Tender Offer). The offer was

originally conditional on the acquisition of a minimum amount of shares. According to the

Amendment, if the minimum amount provided for in the offer for the acquisition of control is

not reached, the Offering Party will acquire as many shares are offered.


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The Company consulted Banco de Investimento Credit Suisse (Brasil) S/A ("Financial Advisor"),

concerning the existence of modifications, due to the Amendment, in relation to the fairness

opinion on the Tender Offer and to the valuation report on DASA, which were included as

attachments to the Board of Directors Opinion.

The Financial Advisor advised that in light of the amendment to the Tender Offer described in

the Amendment, on the date of its issuance, the conclusion described in the fairness opinion

would not be altered, nor would the considerations described in the valuation report, on the

date of its issuance, using the same date of analysis of 12.20.2013 (Attachments 1 and 2).

The Company consulted its independent legal advisor, the law firm Barbosa, Mssnich e Arago

Advogados (Legal Advisor), regarding the impact of the Amendment on the legal opinion

related to the compliance with legal and regulatory aspects related to the Tender Offer.

In a supplementary legal opinion, attached to this opinion (Attachment 3), the Legal Advisor

emphasized that the Amendment made possible an acquisition of shares in an amount that may

not ensure to the Offering Party and to its controlling shareholders the control of DASA. In this

case, if the Offering Party acquires shares in excess of the shareholding provided for under

article 45 of DASAs Bylaws, the arguments that the tender offer provided for in the referred

article of the Bylaws is required remain valid. If the Offering Party does not become the

controlling shareholder of DASA, the shareholders who accept the Tender Offer would not be

entitled to receive the difference in price (i) paid in the public tender offers carried out within

the 12 months following the Tender Offer or (ii) owed in the event of exercise of appraisal

rights, if one of the events that trigger these right occurs within one year of the Tender Offer. It

should be noted that there is no guarantee that the Offering Party, or any agency or authority,

will adopt the same opinion expressed by the Legal adviser.

As disclosed in the statement of material fact of 1.31.2014, the Company sent a letter to the

Offering Party, with a copy to the Securities Commission, expressing the opinion that theacquisition of shares issued by DASA by the Offering Party under the Tender Offer, beyond the

limit provided for in the terms of article 45 of the DASA's Bylaws, necessarily resulted in the

duty to make the public tender offer for acquisition of shares mentioned in the cited article of

the Companys Bylaws. The letter also stated that if the understanding of the Offering Party

with respect to this matter remained unchanged, after the time limits provided for in article 45

had expired, the Board of Directors of DASA would be forced, in fulfilling its fiduciary duties, to

fully comply with the provisions of article 45 of DASA s Bylaws, notably the provisions of its

paragraph 5.


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II SCOPE OF THIS OPINION

According to the item 4.8 of the Regulation, it is a function of the Board of Directors to "prepare

and disclose a reasoned previous opinion on any type of tender offer aiming the Company

shares, opining on (i) the convenience and opportunity of the tender offer vis--vis the interests

of the shareholders and the liquidity of their securities; (ii) the impact of the offer on the

interests of the Company; (iii) the announced strategic plans of the offeror for the Company;

and (iv) any other point of consideration the board may deem relevant. The board of directors

shall express its grounded opinion in favor or against the acceptance of the tender offer,

whereas advising the shareholders that ultimately a decision on whether to tender their shares

is in their discretion."

According to BM&FBOVESPA Circular no. 020/2013-DP of 3.5.2013, "(...) In the event of a

material change in the conditions of the offer through the publication of an amendment to the

public note or the disclosure of new material information by the offering party, a new analysis

by the Board of Directors will be required, which shall amend, ratify or complementary the

opinion previously disclosed, if the amendment results in its invalidity."

This opinion is intended solely to analyze the aspects of the offer altered by the Amendment, and should be read in conjunction with the opinion of the Board ofDirectors of 1.13.2014.

III. CONVENIENCE AND OPPORTUNENESS OF THE TENDER OFFER

III.1. Convenience and opportunity of the Tender Offer according to Shareholders

interest.

Since the Amendment has the effect of allowing the acquisition of smaller number of shares

than initially envisaged, the Board believes that the judgment of convenience and opportunity

of the Tender Offer is not affected by the Amendment. Thus, the shareholders should consult

the opinion of the Board of Directors of 1.13.2014 regarding this point.


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The Board of Directors of the Company is not aware of recent material changes in the financial

situation of the Company, considering the usual seasonality of the business, which could alter

their views on the price of the Tender Offer.

III.2. Convenience and opportunity of the Tender Offer as to the liquidity of thesecurities.

The opinion of the Board of Directors of 1.13.2014 stated that, if the Tender Offer was

successful, a reduction in the liquidity of the shares in DASA could be expected, as a control

group would be formed, holding more than 50% of the shares. It was also mentioned that it

was not possible to determine the impact of this reduction of liquidity, given the variety of

combinations, in terms of shareholdings in the Company, that the Tender Offer might present.

With the Amendment, there is still the possibility of a reduction in liquidity, but with a greater

variety of combinations, as the Offering Party will be able to acquire any number of shares.

The other considerations set out in the opinion of the Board of Directors of 1.13.2014 remain

valid, with the proviso that if the Offering Party does not acquire control of DASA, it will not be

obligated to pay any difference in the price under subsequent offers made within 12 months, or

in the price paid on the exercise of appraisal rights.

IV. EFFECTS OF THE TENDER OFFER ON THE INTERESTS OF THE COMPANY

The Amendment has not produced other significant effects on the daily routine of the Company

or the trading of its shares in addition to those already resulting from the first public note,

mentioned in the opinion of the Board of Directors of 1.13.2014.

The previous opinion of the Board of Directors mentioned that, in the event that the offer issuccessful, the Company would have a control group holding the decision-making power in

DASA. With the Amendment, the Offering Party may acquire shares in the Tender Offer without

necessarily forming a majority control block, and without the consequences of such a control

block necessarily occurring, as described in the previous opinion of the Board of Directors.

However, adding the percentage of capital stock already held by the Offering Party and its

controlling shareholders to an equity interest similar to that represented by the shareholders


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who have indicated their intention to accept the original offer (around 22% of the capital stock)

will have a practical effect probably very similar to majority control.

The opinion of the Board of Directors of 1.13.2014 mentioned that the Tender Offer would leadto an acquisition of control, and therefore it would be necessary to give notification to the

Administrative Council for Economic Defense - CADE if the parties fulfill the turnover criteria.

The Board does not have this information regarding the Offering Party, but according to lawyers

who have been advising DASA in competitive matters, it is probable that the Tender Offer

would be subject to submission to CADE, since the Offering Party would fulfill the revenue

criteria.

In cases of tender offers, the Law and the regulations provide that the offer may take place

even if the transaction is subject to compulsory notification. However, until the approval by

CADE, the voting rights of the Offering Party are suspended, and it is not permitted to exercise

its right to vote.

With the Amendment, the Offering Party may acquire an interest which does not guarantee

control of the Company. Even in this case, the transaction must be submitted to CADE if it falls

within the cases stipulated by law and CADE regulations. The Board does not have all the

information about the Offering Party for this analysis, but, according to the lawyers who have

been advising DASA in competitive matters, the Offering Party, according to public information

available, belongs to a group that operates in a vertically related market, and thereby the

acquisition of a percentage greater than 5% of the capital stock would make submission to

CADE mandatory.

V. STRATEGIC PLANS ANNOUNCED BY THE OFFERING PARTY REGARDING THECOMPANY

The Offering Party has not disclosed strategic plans for the Company, and therefore the Board

of Directors cannot express an opinion on this issue.

VI. OTHER ITEMS CONSIDERED RELEVANT

This opinion was discussed and approved by the Directors of the Company, with the abstention

recorded in minutes, who state that do not have any conflict of interest with the Offering Party


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or the Company and, therefore, are in unbiased position to analyze the terms and conditions of

the Tender Offer.

In this context, the Directors who approved this opinion make the following declarationsregarding to the Tender Offer and its Offering Party:

(i) no Director has entered into any contract or agreement of any kind related to the

Tender Offer with the Offering Party or third parties;

(ii) no Director will receive any form of compensation as a result of the acceptance or

refusal of Tender Offer; and

(iii) no Director will suffer any material adverse impact in the event of acceptance or

refusal of the Tender Offer.

VII. CONCLUSION: FAVORABLE OPINION

In compliance with the provisions set forth in item 4.8 of the Regulation, which provides that

the Board of Directors must "express its reasoned opinion in favor of or against the acceptance

of the tender offer, and advising that the final decision to accept, or not, the offer is the

responsibility of each shareholder ", the Board of Directors expresses its opinion in favor ofthe acceptance of the Tender Offer, taking all the considerations and conclusions in items IIIto VI above and the entire content of the opinion of 1.13.2014 into account.

The Board of Directors advises that each shareholder is responsible for the final decision on the

acceptance of the Tender Offer and recommends that shareholders read all publicly available

documents (including those attached to this opinion) and consult their financial, legal and tax

advisors before deciding to accept the Tender Offer, in order to determine the legal, currency

and tax implications of participating in and accepting the Tender Offer.


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TRANSLATIONImportant Disclaimer: This document is a free translation. The original document has been prepared inPortuguese and any translation is solely for informational purposes. Credit Suisse is not responsible forthe accuracy or completeness of any such translation and such translation shall not be deemed tomodify the substance of the original document.

So Paulo, January 30, 2014

Board of DirectorsDiagnstico da Amrica S.A.

Avenida Juru, n 434, Alphaville06455-010 Barueri SP

Members of the Board of Directors

Banco de Investimentos Credit Suisse (Brasil) S.A. (Credit Suisse) makes reference tothe opinion issued by Credit Suisse on January 6, 2014 to the Board of DASA (Opinion)on the adequacy, from a financial standpoint, of the Price per Share offered by the Offerorto the Addressees of the Tender Offer, as set forth in the Tender Offer Notice.

Considering that (a) the tender offer notice, published on December 23, 2013, wasamended on January 30, 2014 to change the terms of the voluntary public tender offer foracquisition of common shares in DASA (Amendment to the Notice), (b) under the

Amendment to the Notice, the Offeror adopted a differentiated procedure for unification ofpublic tender offers, per article 34, paragraph 2, of CVM Directive No. 361, for acquisitionof up to 100% of the shares in DASA, as follows: (i) a simple voluntary tender offer foracquisition of shares in DASA, as provided in article 2(IV) of CVM Directive No. 361; and(ii) a voluntary tender offer for acquisition of control, as set forth in 257 et seq. of the

Brazilian Stock Corporations Act and in article 2(V) of CVM Directive No. 361; and (c) ifthe number of shareholders adhering to the tender offer is insufficient to assure control ofthe Company to the Offeror (which is a mandatory condition for the voluntary tender offerfor acquisition of control, as set forth in article 257, paragraph 2 of the Brazilian StockCorporations Act and article 32(III) of CVM Directive No. 361), then the voluntary tenderoffer for acquisition of control will not be feasible and such differentiated procedure willallow the Offer to be completed through a simple voluntary tender offer, which is notsubject to a minimum number of shares; We have arrived at the following conclusion.

At your request, this letter ( Amendment to the Opinion) is to infor m you that theamendment to the Tender Offer described in the Amendment to the Notice does notchange our conclusions arrived in the Opinion, on the date of its issuance, that the Priceper Share to be paid in connection with the Tender Offer to the Addressees of the TenderOffer, collectively as a group, was adequate, from a financial standpoint. We also informyou that, in this Amendment to the Opinion, we used the same reference date used in theOpinion, i.e., December 20, 2013.


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To prepare the Amendment to the Opinion, we have analyzed the Amendment to theNotice (which, together with the Information, as defined in the Opinion, is also referred toas Information).

Capitalized terms used and not defined herein will have the meanings ascribed to them in

the Opinion.

The Amendment to the Opinion is an integral part of the Opinion. Any reference to theOpinion will be a reference to the Opinion and this Amendment to the Opinion, and the

Amendment to the Opinion cannot be considered, understood, construed, mentioned, orread independently from the Opinion, nor can it be summarized, extracted, or otherwisereferred to independently from the Opinion.

All paragraphs, terms, and conditions of the Opinion not expressly amended hereunder arehereby ratified.

The Amendment to the Opinion has been prepared for the exclusive use of the members ofthe Board, in the context described in the Opinion, for their evaluation of the Tender Offer,as required in section 4.8 of the Novo Mercado Rules, and must not be used for any otherpurpose.

Yours sincerely

BANCO DE INVESTIMENTOS CREDIT SUISSE (BRASIL) S.A.


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TRANSLATIONImportant Disclaimer: This document is a free translation. The original document has been prepared inPortuguese and any translation is solely for informational purposes. Credit Suisse is not responsible forthe accuracy or completeness of any such translation and such translation shall not be deemed tomodify the substance of the original document.


Board of DirectorsDiagnstico da Amrica S.A.

Avenida Juru, n 434, Alphaville06455-010 Barueri SP

Members of the Board of Directors

Banco de Investimentos Credit Suisse (Brasil) S.A. (Credit Suisse) makes reference tothe valuation report of DASA,issued by Credit Suisse on January 13, 2014 ( ValuationReport) to the Board of DASA on the Company's equity value, for the purpose ofevaluation of the Tender Offer by the Board.

Considering that (a) the tender offer notice, published on December 23, 2013, wasamended on January 30, 2014 to change the terms of the voluntary public tender offer foracquisition of common shares in DASA ( Amendment to the Notice), (b) under the

Amendment to the Notice, the Offeror adopted a differentiated procedure for unification ofpublic tender offers, per article 34, paragraph 2, of CVM Directive No. 361, for acquisitionof up to 100% of the shares in DASA, as follows: (i) a simple voluntary tender offer foracquisition of shares in DASA, as provided in article 2(IV) of CVM Directive No. 361; and(ii) a voluntary tender offer for acquisition of control, as set forth in 257 et seq. of the

Brazilian Stock Corporations Act and in article 2(V) of CVM Directive No. 361; and (c) ifthe number of shareholders adhering to the tender offer is insufficient to assure control ofthe Company to the Offeror (which is a mandatory condition for the voluntary tender offerfor acquisition of control, as set forth in article 257, paragraph 2 of the Brazilian StockCorporations Act and article 32(III) of CVM Directive No. 361), then the voluntary tenderoffer for acquisition of control will not be feasible and such differentiated procedure willallow the Offer to be completed through a simple voluntary tender offer, which is notsubject to a minimum number of shares;

We have arrived at the following conclusion.

As requested by you, we hereby ( Amendment to the Valuation Report) inform you that theamendment to the Tender Offer described in the Amendment to the Notice does notchange our conclusions arrived in the Valuation Report, on the date of its issuance, on theeconomic value of the Company shares. We also inform you that, in this Amendment to theValuation Report, we used the same reference date used in the Valuation Report, i.e.,December 20, 2013.


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To prepare the Amendment to the Valuation Report, we have analyzed the Amendment tothe Notice (which, together with the Information, as defined in the Valuation Report, is alsoreferred to as Information).

Capitalized terms used and not defined herein will have the meanings ascribed to them in

the Valuation Report.

The Amendment to the Valuation Report will henceforth be an integral part of the ValuationReport. Any reference to the Valuation Report will be a reference to the Valuation Reportand this Amendment to the Valuation Report, and the Amendment to the Valuation Reportcannot be considered, understood, construed, mentioned, or read independently from theValuation Report, nor can it be summarized, extracted, or otherwise referred toindependently from the Valuation Report.

All paragraphs, terms, and conditions of the Valuation Report not expressly amendedhereunder are hereby ratified.

The Amendment to the Valuation Report has been prepared for the exclusive use of themembers of the Board, in the context of their evaluation of the Tender Offer, and must notbe used for any other purpose.

Yours sincerely

BANCO DE INVESTIMENTOS CREDIT SUISSE (BRASIL) S.A.


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This Legal Opinion is a free translation of the Portuguese version of the document. In order to allow an informed decision, theshareholders should carefully read the detailed information about the offering as provided for in the announcement and other relatedoffering documents, available at the website http://www.dasa3.com.br/?idioma=ptb.


ToBoard of Directors ofDiagnsticos da Amrica S.A.

Board Members:

Ref.: Amendment to the Tender Offer

As requested, we have examined the impacts arising from the amendment to the publicnote to modify the Tender Offer ( Oferta Pblica para Aquisio de Aes ) for theacquisition of shares issued by Diagnsticos da Amrica S.A. (DASA), in relation tothe legal issues analyzed in our pri or legal opinion (Legal Opinion). The amendmentwas published in the newspaper Valor Econmico on 1.30.2014 ("Amendment").

1. Introductory analysis of the impacts of the Amendment to the Legal Opinion

According to the Amendment, and in accordance with the decision of theCommissioners of the CVM on 1.27.2014, Cromossomo Participaes II S/A ("OfferingParty") modified the public note originally published on 12.23.2013. The offer,originally formulated under the terms of article 257 of the Law 6.404/76 ("LSA"), isnow combined with a voluntary tender offer based on article 2, item IV, of CVMInstruction no. 361/02.

Thus, given that the item I of the Legal Opinion dealt only with introductory aspects, westate below whether the topics addressed in items II to VIII require, due to theAmendment, any additional comments.

Item II of the Legal Opinion addressed the definition of the minimum amount of shares

to be acquired, which is relevant to the tender offer for the acquisition of the control.There is no need for any addition to this part of the Legal Opinion, because themodification resulting from the Amendment consists in the possibility of acquisition offewer shares than the minimum amount mentioned.

Item III of the Legal Opinion dealt with the preparation of the valuation report of thecompany according to economic value, which was considered not to be necessary

because the offer it is not made by the controlling shareholder, and the Amendmentdoes not affect this point.

Items IV to VII of the Legal Opinion analyzed the requirement of subsequent offers,

and the obligation to pay any difference in price, considering the terms of the publicnote published on 12.23.2013, according to which the Offering Party (together with its


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controlling shareholders 1), would become holder of, at least, 50% plus one share of thecapital stock of DASA.

This scenario remains possible under the terms the Amendment and, if it occurs, theconclusions of items IV to VII of the Legal Opinion remain applicable.

However, with the Amendment, a new outcome to the Tender Offer has becomepossible: the acquisition of shares in a quantity which, when added to thosealready held by its controlling shareholders, may result in an equity interestsmaller than 50% plus one share. The consequences of this scenario for the legalanalysis contained in the Legal Opinion will be examined in item 2 below.

Item VIII of the Legal Opinion deals with the Board of Directors Manifestation.Because of the Amendment, a new manifestation must be presented by the Board ofDirectors, in view of the provisions of the BM&FBOVESPA Circular no. 020/2013-DPof 3.5.2013.

2. Impacts of the Amendment on the subsequent offers and obligations to pay anydifference in price

Item IV of the Legal Opinion deals with the offer provided for in article 45 of theBylaws. Because of the Amendment, it is important to examine the case in which theOffering Party acquire shares in DASA representing a percentage that, together with theinterest already held by its controlling shareholders, represents less than 50% plus oneshare.

Article 45 of the DASAs Bylaws requires a public tender offer to be made by anyonewho acquires or becomes the owner of, for any reason (i) shares issued by theCompany; or (ii) other rights, including the beneficial ownership [usufruto] or trust[fideicomisso] , over shares issued by the Company in a number equal to or greater than

fifteen percent (15%) of its capital stock .

Thus, if the Offering Party acquires in the Tender Offer shares in DASA in excess

of the shareholding provided for in article 45 of the Companys Bylaws , it will berequired to make the public tender offer provided for under the referred article ofthe Bylaws . By reason of the Amendment, this situation could arise without theOffering Party and its controlling shareholders being holders of the majority of DASA s capital stock, in which case there will be no obligation to pay any difference in pricedifference, as will be explained below, when dealing with item VI of the Legal Opinion.

1 The persons identified in the original public note, published on 12.23.2013, as direct controlling

shareholders of the Offering Party became, as reported in the Amendment, indirect controllingshareholders, which does not affect the comments made in the Legal Opinion.


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Item V of the Legal Opinion dealt with the tender offer for delisting from the NewMarket [ Novo Mercado ]. No further comment is needed on this point, as it refers only tothe case in which acquisition reduces the free float to less than 25% of the shares issued

by DASA. The new possibility for the Tender Offer s outcome, made possible by theAmendment, consists in the acquisition of a smaller number of shares, and maintaininga free float meeting the minimum required percentage, in which case there will be noneed to make the tender offer for delisting from New Market.

Item VI of the Legal Opinion deals with the obligation to pay, to the shareholders whoadhere to the tender offer now underway, any difference in price in the subsequentoffers. The case originally addressed in the Legal Opinion was acquisition of control,and if control is acquired the conclusions set out in the Legal Opinion will not

change.

The Legal Opinion observes that at the time of the subsequent offers, the Offering Partywould be the controlling shareholder, and therefore would be subject to the duties

provided for in articles 10 and 14 of CVM Instruction no. 361, which was recognized bythe Offering Party itself in mentioning those provisions in the public note.

With the Amendment, there is a possibility of acquisition of shares without theacquisition of the majority of the capital stock by the Offering Party and its controlling

shareholders. In this new scenario, the Offering Party would not be considered thecontrolling shareholder at the time of the subsequent offer.

Thus, assuming that the Offering Party is not a controlling shareholder at the timeof a subsequent offer required under article 45 of the Bylaws, the Offering Partywould not be obligated to pay any difference in price.

In this last case, the provisions of articles 10, paragraph 2 2, and 15 3 of CVM Instructionno. 361/02 will also not apply.

2 Article. 10 (...) Paragraph 2. Except for tender offers by reason of sale of control, the instrument of anyOPA formulated by the controlling shareholder, person linked to him/her, or the company itself, aiming toacquire more than 1/3 (one third) of circulating shares of the same type or class, must contain adeclaration by the offerer that, in case he/she acquires more than 2/3 (two thirds) of shares in circulationof the same type and class, he/she shall be obliged to acquire the remaining shares in circulation, within a

period of 3 (three) months from the date the auction is held, for the final price of the OPA auction,updated to the date of effective payment, under the terms of the OPA instrument and the governinglegislation, to be paid within no more than 15 (fifteen) days from the last to occur of the followingevents: 3 Article 15 - In any OPA made by the target company, by the controlling shareholder, or by peoplelinked to him/her, with the exception of a tender offer by reason of sale of control, if holders of more than

1/3 (one third) and less than 2/3 (two thirds) of the shares in circulation accept the offer, the offerer mayonly:I - acquire up to 1/3 (one third) of the shares in circulation of the same type and class, allocated prorata among the accepters, subject, if applicable, the provisions of Paragraph 1 and 2 of art. 37; or


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Item VII of the Legal Opinion explains that if a withdrawal event occurs, theshareholders who adhered to the tender offer would be entitled to receive any differencein price.

This opinion was given on the assumption that the offer would only be successful onacquisition of the control. If the acquisition of control does not occur, the Offering Partywill not have the obligation to pay any difference in price related to the withdrawal.

In summary, considering the new possibility, created by the Amendment, of acquisitionof a number of shares that could result in an interest smaller than 50% plus one share ofDASA:

a) There is no longer a minimum number of shares to be purchased under theTender Offer;

b) There continues to be no requirement to present a valuation report;c) The acquisition of shares in DASA in excess of the shareholding provided for in

article 45 of the Companys Bylaws will result in a duty to make the tender offer provided for in article 45 of the Bylaws;

d) If the Offering Party does not become controlling shareholder, it will not beobligated to pay, to the accepting shareholders of the OPA now underway, anydifference in price in subsequent offers or in case of a withdrawal event;

e)

The Offering Party will not be required to make a tender offer for delisting from New Market, if the required free float is maintained.

This opinion is intended to address only the topics here presented, in accordance withthe information received, without conducting independent research, and in accordanceto the legislation in force. There is no guarantee that the Offering Party, any bodies orauthority will adopt the same interpretation. This opinion is addressed to the Board ofDirectors of DASA for its use, and it may, if considers it appropriate, disclose it toshareholders as part of its manifestation on the Tender Offer, but this opinion may not

be used by any other persons or for any other purpose without our prior written consent.

Yours sincerely,

Paulo Cezar Arago

II - abandon the Tender Offer, as long as such abandonment has been expressly stated in the TenderOffer instrument, and is subject only to the condition that the offer is not accepted by shareholdersholding at least 2/3 (two thirds) of the shares in circulation;

board opinion new public offer amendment (with credit suisse opinion)

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