SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of August,
2022
Commission
File Number 1-14732
COMPANHIA SIDERÚRGICA
NACIONAL
(Exact name of registrant as specified in its
charter)
National Steel Company
(Translation of Registrant's name into
English)
Av. Brigadeiro Faria Lima 3400, 20º andar
São Paulo, SP, Brazil
04538-132
(Address of principal executive
office)
Indicate by check mark whether the registrant
files or will file annual reports
under cover Form 20-F or Form 40-F. Form 20-F ___X___
Form 40-F _______
Indicate by check mark whether the
registrant by furnishing the information contained in this Form is
also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
COMPANHIA SIDERÚRGICA NACIONAL
Publicly Held Company
Corporate Taxpayer nº 33.042.730/0001-04
MATERIAL FACT
Companhia Siderúrgica Nacional ("CSN" or "Company") (B3: CSNA3;
NYSE: SID), in continuity with the Material Fact released on
November 24, 2021, inform its shareholders and the market in
general as follows.
As disclosed to the market in the Material Fact of November 24,
2021, CSN and the controlling shareholders of Metalgráfica Iguaçu
S.A. ("Metalgráfica") concluded, with intervention and the approval
of Metalgráfica, an Investment Contract and Other Covenants
("Investment Agreement") through which the parties agreed to
promote, once implemented the suspension conditions provided
therein, the combination of the operations of both companies
through the incorporation of all shares issued by Metalgráfica by
CSN, making it its wholly-owned subsidiary ("Operation" or
"Incorporation of Shares").
The Company informs that it was concluded between CSN, the
controlling shareholders of Metalgráfica, and Companhia Metalúrgica
Prada ("Prada"), with the intervention and approval of
Metalgráfica, its first Investment Contract Additive ("Additive"),
through which CSN, ceded and transferred to Prada, CSN’s
subsidiary, all rights and obligations arising from the Investment
Agreement, including, but not limited to, the position of developer
in the original agreement. In consequence, the Additive shall
import the combination of the operations of the companies
Metalgráfica and Prada, by means of the incorporation of shares of
the first by the second.
The Transaction, to be submitted for approval by Prada and
Metalgráfica shareholders, at their respective Extraordinary
General Meetings will result, therefore (i) in the incorporation by
Prada of all shares issued by Metalgráfica, making it its
wholly-owned subsidiary; and (ii) in the exchange for the
incorporation of shares, upon receipt by Metalgráfica shareholders
of shares issued by Prada (to be issued in capital increase, with
the expectation of a maximum dilution of 0.10% of Prada's share
capital) in place of Metalgráfica's shares, the share exchange
ratio is yet to be approved by the companies at an Extraordinary
General Meeting.
The Additive is justified by the opportunity to obtaining greater
synergies and integration between existing structures, since Prada
already explores business lines related to those developed by
Metalgráfica, such as the manufacture and trading of metallic and
non-metallic packaging, industrialization, commercialization and
reprocessing of products in iron, steel and other metals in
general. Thus, it is more efficient to carry out the incorporation
of shares of Metalgráfica by Prada, a subsidiary of CSN, and no
longer by CSN itself, maintaining the other conditions of the
Investment Agreement initially agreed, adjusted to the
Additive.
Pursuant to the Additive, Prada and Metalgráfica agree that, for
the purpose of fixing the replacement relationship of the shares,
the economic value of Metalgráfica measured in a preliminary
assessment conducted by a specialized company will be considered,
and, in the case of Prada, the book value, calculated by a
specialized company, on the same base date used to calculate the
economic value of Metalgráfica.
The terms and conditions detailed by the Operation will be defined
in a Protocol and Justification signed by Prada’s and
Metalgráfica’s administrators and will be disclosed to the market
in due course along with the other information’s provided for CVM
in Resolution No. 78/2022.
São Paulo, August 16, 2022.
COMPANHIA SIDERÚRGICA NACIONAL
Marcelo Cunha Ribeiro
Executive Director of Finance and Investor Relations
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 17, 2022
COMPANHIA SIDERÚRGICA NACIONAL
|
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By:
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/S/ Benjamin
Steinbruch
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Benjamin Steinbruch
Chief Executive Officer
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By:
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/S/ Marcelo Cunha
Ribeiro
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Marcelo Cunha Ribeiro
Chief Financial and Investor Relations
Officer
|
FORWARD-LOOKING STATEMENTS
This press release may contain
forward-looking statements. These statements are statements that
are not historical facts, and are based on management's current
view and estimates of future economic circumstances, industry
conditions, company performance and financial results. The words
"anticipates", "believes", "estimates", "expects", "plans" and
similar expressions, as they relate to the company, are intended to
identify forward-looking statements. Statements regarding the
declaration or payment of dividends, the implementation of
principal operating and financing strategies and capital
expenditure plans, the direction of future operations and the
factors or trends affecting financial condition, liquidity or
results of operations are examples of forward-looking statements.
Such statements reflect the current views of management and are
subject to a number of risks and uncertainties. There is no
guarantee that the expected events, trends or results will actually
occur. The statements are based on many assumptions and factors,
including general economic and market conditions, industry
conditions, and operating factors. Any changes in such assumptions
or factors could cause actual results to differ materially from
current expectations.
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