Inside Cremer - Material Fact: Tender Offer Auction Result

Blumenau, July 01st, 2014

Cremer S.A. ("Company") (BM&FBOVESPA: "CREM3") hereby announces, in addition to the material facts previously disclosed to the market, that the auction of the tender offer for the Company's Novo Mercado delisting launched by Arapaima Participações S.A. ("Offer" and "Offeror", respectively) has occurred on June 30, 2014 in the electronic trading system of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBOVESPA").

In accordance with the terms and conditions set forth in the amendment to the Offer notice published on June 10, 2014 ("Offer Notice"), as well as in CVM Instruction 361/2002, as amended ("CVM Instruction 361"), the Offeror has acquired, by a price of R$ 17.00 per common share ("Acquisition Price"), (i) 7,175,156 free float shares, representing approximately 24.4% of the Company's total capital stock; and (ii) 21,052,000 common shares held by related persons to the Offeror, representing approximately 71.7% of the Company's total capital stock.

Following the conclusion of the Offer, the Offeror will acquire 28,227,156 common shares, representing approximately 96.2% of the Company's capital stock. As a result, the Company's free float will represent 2.0% of its capital stock.

As indicated in item 2.10 of the Offer Notice, the payment of the Purchase Price will occur 3 business days following the Offer auction, i.e., July 3, 2014 ("Auction Settlement Date").

Considering that the Offeror has acquired more than 2/3 of the Company's free float shares, the Offeror is compelled to acquire, directly or by an entity directly or indirectly controlled by it, the outstanding free float shares for a period of 3 months counted from the auction date (i.e., June 30, 2014).

The purchase price to be paid by the Offeror during such period shall be R$ 17.00 per share (final price of the auction), monetarily updated by the Índice de Preço ao Consumidor Amplo - IPCA, calculated pro rata temporis from the Auction Settlement Date until the effective payment date (adjusted by dividends, interest on own capital, share bonuses, share groupings or splits, as well as conversions). The maximum period for such payment shall be 15 calendar days, counted from the exercise of such faculty by the shareholder.

The procedure to be observed by the Company's shareholders is fully described in the Company's website (http://www.cremer.com.br/ir/), on the left menu called "Highlights".

Click Here to see the Material Fact.

For further information please contact our investor relations department:

Daniel Nozaki Gushi/ Carolina Figueiredo/ Giselle Ferreira

Ph.: + 55 11 2102 8000
E-mail: acionistas@cremer.com.br
www.cremer.com.br/ir

Last Update on July 01, 2014

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