Nov 11, 2004. /Lesprom Network/. Suzano Bahia Sul Papel e Celulose S.A. ("Suzano" or "the Company"), one of Latin America's largest integrated producers of paper and pulp, announced today that it has signed an agreement for the acquisition, by Suzano and Votorantim Celulose Papel S.A. ("VCP"), of all the common and preferred stock held directly and indirectly by the controlling stockholders of Ripasa S.A. Celulose e Papel ("Ripasa"). The shares will be acquired as follows: I. 111,417,366 common shares and 35,988,899 preferred shares of Ripasa will be acquired and paid by March 31, 2005, representing 66.67% of the voting stock and 39.77% of the total stock; and II. 55,708,684 common shares and 17,450,639 preferred shares of Ripasa, representing 33.33% of the voting stock and 19.74% of the total stock, will be the subject of purchase options to be exercised within up to 6 years. The total price agreed for the transaction described in item I above is the equivalent in Reais to US$ 480 million. The total price agreed for the transaction described in item II above is the equivalent to US$ 240 million in Reais. As agreed by the parties, the total price to be paid in this transaction will include the economic value of the common shares plus a premium for control. The price to be paid for the preferred shares will be calculated by their economic value, which will be determined by a third party. The acquisition will give Suzano and VCP equal direct or indirect holdings in the capital of Ripasa. The transaction will be submitted to the applicable authorities, including the Brazilian antitrust authorities, in the periods required. Suzano and VCP hereby announce that they will continue to operate as competitors in the markets in which they operate, preserving the independence of their operations. To achieve the objectives described above and subject to satisfactory conclusion of preliminary studies, a company restructuring may be implemented as soon as possible, in order to enable the minority stockholders of Ripasa to acquire shares of Suzano and VCP, respectively, based on the economic value of their Ripasa shares. At the conclusion of this process, in order to increase possible significant synergy gains for all the stockholders, VCP and Suzano will: (i) delist Ripasa; (ii) transform Ripasa into a production unit; and (iii) sell their respective shares of products independently. Through this transaction Suzano and VCP reaffirm their long-term commitment to the paper and pulp industry, which generates significant funds for Brazil, and which is strategically important for the country. With this important step, Suzano and VCP strengthen their positions to compete better in the market for pulp and paper worldwide. Suzano's CEO Murilo Passos, highlighted: "With the acquisition of Ripasa, our growth strategy is even more solid, strengthening our investment capability in our pulp expansion projects and our position in the Brazilian market. This transaction is an important step for the consolidation of the pulp and paper industry, creating value for all our shareholders."