Gafisa Initiates Studies to Separate Business Units into Two Independent Publicly Traded Companies

  Gafisa Initiates Studies to Separate Business Units into Two Independent
  Publicly Traded Companies

Business Wire

SÃO PAULO -- February 7, 2014

GAFISA S.A. (Bovespa: GFSA3; NYSE: GFA) (“Gafisa”, including all its
affiliates or “Company”) hereby discloses to its shareholders and the market
that its Board of Directors has authorized the Company’s management to
initiate studies for a potential separation (“Separation”) of the Gafisa and
Tenda business units (“Companies”) into two independent publicly traded
companies.

The Separation would be the next step in a comprehensive plan initiated by
management to enhance value creation for the Company and its shareholders. The
Companies have distinct strategic, operational and optimal financing profiles.
Gafisa is a well-established operation, focused on the medium to high income
classes, with a proven business model and a leadership position in its target
markets (São Paulo and Rio de Janeiro). Tenda recently reinitiated launches
under a new business model and is one of the few companies operating within
the Level 2 segment of the Federal Government sponsored “Minha Casa Minha
Vida” program, a segment with high growth potential. Additionally, the current
synergies between the companies are minimal.

The main objectives of the Separation would be to:

i) Allow shareholders to allocate resources between the two Companies based on
their own interests and investment strategies;

ii) Enable each of the Companies to respond faster to opportunities in their
respective target markets;

iii) Establish sustainable capital structures for each of the Companies based
on each unique risk profile, and allocate resources according to their
strategic priorities;

iv) Provide more visibility to the market regarding the individual performance
of each of the Companies, enabling better evaluation of inherent value;

v) Increase their ability to attract and retain talent by developing their
respective appropriate culture and compensation plans which should be
consistent with their different stages and lines of business and better
aligned with the results of each business.

As an initial step to facilitate and accelerate the development of more
appropriate operating structures for each of Gafisa and Tenda, the Company’s
Board of Directors approved the division of their administrative structures,
creating two operationally independent companies. The initial phase of this
transition process will be led by Gafisa´s current Chief Executive Officer,
Alceu Duilio Calciolari. It should last approximately 90 days after which
period Duilio has decided to leave the presidency. Duilio joined the Company
in 2000 as Chief Financial Officer. He became CEO in 2011 and has spearheaded
and concluded the Company’s turnaround strategy, which resulted in its
strategic repositioning, the rebalancing of its capital structure through the
successful sale of 70% of Alphaville and the redefinition of Gafisa’s
operating and corporate model.

Duilio said: “I believe the new corporate structure will enable each business
unit to reach its full potential and generate additional shareholder value.
Having completed the turnaround process, I feel this is the appropriate
juncture to complete a successful leadership cycle in Gafisa. We have one of
the best teams in the market to further develop both Gafisa and Tenda in a
profitable and sustainable manner.”

Sandro Gamba, the current head of the Gafisa business unit, will become
Gafisa’s CEO and Rodrigo Osmo, the current head of the Tenda business unit,
will become Tenda’s CEO. Sandro joined Gafisa as an intern in 1995 and worked
in the Operations department, as New Business Director and as Regional SP
Business Director, before assuming his current role. Rodrigo joined Gafisa in
2006 and acted as Business Development Director, head of the Alphaville
business unit and Chief Financial Officer, before assuming his current role of
head of the Tenda business unit. André Bergstein will remain as Gafisa’s Chief
Financial Officer.

The Board of Directors intends to evaluate the Separation studies in the
following months, analyzing possible alternatives for structuring and
execution that take into consideration a number of factors, including legal
and fiscal, that are in the best interest of shareholders. If approved by the
Board of Directors, the Separation plan will be submitted to a vote by
shareholders at a Shareholders Meeting. If the plan is approved, the
Separation process should be concluded within 2015 resulting in the request
for conversion of Tenda registration at Comissão de Valores Mobiliarios (CVM)
to Category A (i.e., authorized to negotiate its shares in the market) and
listing in the Novo Mercado at BMF&Bovespa.

Gafisa has engaged Rothschild as its financial advisor in the process.

The Company will keep its shareholders and the Market informed about the
process and any developments pertaining to the Separation.

About Gafisa

Gafisa is one of Brazil´s leading diversified national homebuilders serving
all demographic segments of the Brazilian market. Established over 59 years
ago, the Company has completed and sold more than 1,000 developments and built
more than 12 million square meters of housing only under Gafisa’s brand, more
than any other residential development company in Brazil. Recognized as one of
the foremost professionally managed homebuilders, "Gafisa" is also one of the
most respected and best-known brands in the real estate market, recognized
among potential homebuyers, borrowers, lenders, landowners, competitors, and
investors for its quality, consistency, and professionalism. Our pre-eminent
brands include Tenda, serving the affordable/entry level housing segment, and
Gafisa and Alphaville, which offer a variety of residential options to the mid
to higher-income segments. Gafisa S.A. is traded on the Novo Mercado of the
BM&FBOVESPA (BOVESPA:GFSA3) and on the New York Stock Exchange (NYSE:GFA).

Contact:

MBS Brazil
Denise Carvalho
Phone: +55 11 5051- 5849
Or
Fabiane Goldstein
Fabiane.gold@mbsvalue.com
 
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