SAO JOSE DOS CAMPOS, Brazil,
Oct. 24, 2016 /PRNewswire/
-- Embraer S.A. (NYSE: ERJ; BM&F BOVESPA: EMBR3)
announces to its shareholders and the market that it has finalized
definitive agreements (Final Agreements) with the U.S. Department
of Justice (DOJ) and the U.S. Securities and Exchange Commission
(SEC) for the settlement of the allegations of criminal and civil
violations of the U.S. Foreign Corrupt Practices Act (FCPA).
The Company also finalized a term of undertaking (termo de
compromisso e de ajustamento de conduta, TCAC) with the
Brazilian Federal Public Prosecutor's Office (Ministerio Publico
Federal, MPF) and the Brazilian Securities and Exchange
Commission (CVM) for the resolution of allegations of violations of
certain Brazilian laws.
Under the Final Agreements with the DOJ and the SEC:
- We agreed to pay US$98.2 million
to the SEC (of which up to US$20.0
million may be deducted if such amount is actually paid to
the MPF and the CVM under the TCAC, as described below), as
disgorgement of profits, and US$107.3
million to the DOJ, as penalty for one count of conspiracy
to violate the anti-bribery and books and records provisions of the
FCPA and one count of violating the internal controls provisions of
the FCPA.
- The DOJ agreed to defer prosecution for three years for the
acts acknowledged by us in a deferred prosecution agreement (DPA),
after which period the charges will be dismissed if the Company
does not violate the terms of the DPA.
- We agreed to an external and independent monitorship for a
period of up to three years to assess compliance with the Final
Agreements, especially regarding effectiveness of controls and
procedures to reduce the risk of any FCPA violations.
Simultaneously with the Final Agreements, we finalized a TCAC
with the MPF and the CVM to settle any potential claims that could
be brought in court (acao civil publica) or through
administrative proceedings (processo administrativo
sancionador) in Brazil. The
TCAC has also been approved by the relevant authorities and is
fully effective.
Under the TCAC, we acknowledged violations of certain Brazilian
laws between 2007 and 2011 and agreed to:
- Pay a total of R$ 64 million to a
Brazilian federal fund (Fundo de Defesa dos Direitos Difusos), as
disgorgement of illegal profits, damages, and as a deterrent
against similar practices. The amount payable under the TCAC
is to be deducted from the amount payable under the Final
Agreements.
- Cooperate with the MPF and the CVM in lawsuits and
administrative proceedings against individuals arising out of the
acts acknowledged in the TCAC.
Under the TCAC, the MPF and the CVM acknowledged that (i) we
voluntarily conducted a broad internal investigation, which
assisted in uncovering facts that were the subject of criminal and
administrative investigations, and (ii) we approached the Brazilian
authorities pro-actively and in good faith, and they agreed
that:
- The MPF will not file suit (acao civil publica
andacao de improbidade administrativa) against us
arising out of the acts we have acknowledged and will terminate
proceedings now underway.
- The CVM will end an ongoing administrative proceeding arising
out of the acts we have acknowledged.
- The MPF and the CVM will inform other Brazilian federal
agencies of the terms of the TCAC and cooperate with us in seeking
that these agencies take the TCAC into consideration should other
proceedings regarding the acknowledged acts be brought.
The Final Agreements and the TCAC represent the conclusion of
the internal investigation of allegations of noncompliance with the
FCPA and certain Brazilian laws in some aircraft sales outside
Brazil.
Jose Antonio de Almeida
Filippo
Executive Vice-President and Chief Financial
Investor Relations Officer
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visit:http://www.prnewswire.com/news-releases/embraer-sa-material-fact-300349914.html
SOURCE Embraer S.A.