UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

VALE S.A.

(Name of Subject Company (Issuer))

 

VALE S.A.

(Names of Filing Persons (Issuer))

 

 

Luciano Siani Pires

Chief Financial Officer

Avenida das Américas, 700 – Bloco 8 – Loja 318

22640-100 Rio de Janeiro, RJ, Brazil

Tel: +55 21 3814 8888

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

With a copy to:

Nicolas Grabar

Cleary, Gottlieb, Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

 

CALCULATION OF FILING FEE

 

 

*                 No filing fee is required because the filing contains only preliminary communications made before the commencement of a tender offer.

 

o            Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

 

x          Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

o            third party tender offer subject to Rule 14d-1.

x          issuer tender offer subject to 13e-4.

o            going-private transaction subject to Rule 13e-3.

o            amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o            Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o            Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

EXPLANATORY NOTE

 

This Tender Offer Statement on Schedule TO relates to a possible tender offer by Vale S.A. (“Vale” or the “Company”), a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil, for all or a portion of the Company’s preferred class A shares (the “Shares”), without par value per share, including Shares held in the form of American Depositary Shares.  On the date hereof, Vale issued a notice (the “Notification”) in Brazil relating to the possible tender offer.  An English-language translation of the Notification is attached as Exhibit 1 hereto.

 

The Notification is neither an offer to purchase nor a solicitation of an offer to sell any securities. Vale has not yet commenced a tender offer for the Shares. If required by applicable law and if the transactions described herein occur, Vale intends to file with the U.S. Securities and Exchange Commission a Tender Offer Statement and related materials on Schedule TO.  Holders of the Shares and American Depositary Receipts representing the Shares are encouraged to read such documents carefully when they become available, and as they may be amended from time to time, before making any decision with respect to the potential offer, because they will contain important information.  If and when filed, such documents will be available free of charge at the website of the U.S. Securities and Exchange Commission — www.sec.gov.  In addition, if and when filed, Vale will provide copies of such documents free of charge to holders of the Shares.

 

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EXHIBIT INDEX

 

Exhibit Number		Description of Document
1		Material Fact, dated February 20, 2017 (English translation)
2		Shareholder Presentation, dated February 20, 2017
3		Shareholders’ Agreement of Valepar S.A., dated as of February 19, 2017 (English translation)
		Exhibit I - Draft Bylaws (Estatuto) of Vale S.A. (English translation)
		Exhibit II - Draft Shareholders’ Agreement of Vale S.A. (English translation)

 

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