Relevant Fact -- Amilpar Announces Corporate Restructuring

RIO DE JANEIRO, April 5 /PRNewswire-FirstCall/ -- Amilpar (BM&FBovespa: AMIL3, Bloomberg: AMIL3 BZ and APAR < GO >; Reuters: AMIL3 SA), the largest managed care organization in Brazil, in accordance with article 157, paragraph 4, of Law 6,404/76 (Brazilian Corporate Law) and CVM Instruction no. 358/02, and in addition to the Relevant Fact released on November 19, 2009, informs its shareholders and the market that its Board of Directors, in a meeting held on April 1, 2010, approved proposal for corporate restructuring ("Restructuring") involving the Company and its subsidiaries AMIL ASSISTENCIA MEDICA INTERNACIONAL S.A. ("Amil Assistencia") and MEDIAL SAUDE S.A. ("Medial"), to be implemented in two subsequent steps. The first is the incorporation of the totality of Medial's shares by Amil Assistencia and the second is the incorporation of the totality of Amil Assistencia's shares by Amilpar.

If the Restructuring is approved by the competent corporate boards, Medial will start being an integral subsidiary of Amil Assistencia and the latter will be an integral subsidiary of Amilpar. In sequence, shareholding basis of Medial and Amil Assistencia, composed by the shareholders that have opted not to exercise its withdrawal right due to the Restructuring approval, will be transferred to Amilpar.

The Board of Directors also decided to constitute a temporary special independent committee composed exclusively by integrants of the management of the Company, mostly independent, to negotiate the conditions of the incorporation of the totality of Amil Assistencia's shares by Amilpar and submit its recommendations to the competent corporate boards, in accordance with Indication Statement CVM 35/08 ("Independent Committee").

The information demanded by CVM Instruction 319/99, as well as the Restructuring details, including the exchange ratio of the shares issued by Amil Assistencia for shares issued by Amilpar and the terms and conditions of the corresponding protocol and justification of incorporation of shares, will be released after the negotiation of the deal between the Company's management and the Independent Committee, when the Board of Directors will meet to approve the definitive terms of the deal to be submitted to General Shareholder Meeting.

To access the Relevant Fact, visit our website at www.amilpar.com.br/ir

About Amilpar

Amil Participacoes S.A. is the largest managed care organization in Brazil, according to the ANS, currently assisting over 5 million members.

SOURCE Amilpar

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