Petrobras Board was deceived by Cerveró over Pasadena, says Dilma

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In a defense presented to the Federal Audit Court in the process regarding the purchase of Pasadena, in Texas (USA), former president Dilma Rousseff (PT) states that the Petrobras Administrative Council was misled in the negotiation, directly accusing the former -director Néstor Cerveró and other members of his board of omitting information.


The document, signed by lawyers Walfrido Jorge Warde Júnior  
and José Eduardo Martins Cardozo, was delivered by Dilma's defense on December 29th. They ask that the former president and former board member not be held responsible for the losses and that her assets be released.

reproduction
According to Dilma's defense, Nestor Cerveró acted in collusion with Astra Oil.
In October, the TCU ordered the blocking B2B Lead of the PT member's assets due to the losses caused in the operation. According to the court of accounts, there was “purposeful mismanagement with the purpose of covering up deviations”. The measure also affected former minister Antonio Palocci and former president of the oil company José Sérgio Gabrielli, who were members of the Board of Directors.

In 2006, Petrobras purchased 50% of the Pasadena Refinery for US$359 million. Due to a contract clause known as put option , the state-owned company was forced to buy the other 50% of Astra Oil, which resulted in a total expense of US$1.18 billion.

According to Dilma Rousseff, the negotiation approved by the Board of Directors was based on the terms and conditions presented in the Executive Summary. In this document, according to the defense, there was no mention of the put option clause . Furthermore, it contained a professional assessment carried out by Citigroup, considering the value of US$359 million for 50% of the refinery to be "fair".

Lawyers say that the fact that the Board of Directors authorized the purchase of part of the refinery does not prevent the board from agreeing on conventional clauses, ancillary and inherent to the legal transaction, and which do not alter its substance.

However, according to defenders, this is not the case with the sale option clause that was inserted in the contract. Mainly because, if board approval was required to purchase part of the shares, analysis would also be necessary to include a clause that dealt with the sale of the same amount of shares for an even higher price.

"The put option , as agreed, was even more impactful on Petrobras' cash flow than the Share Purchase and Sale contract. After all, it allowed Astra Oil to sell a number of Pasadena Refinery shares equivalent to the number of shares subject to the Share Purchase and Sale Contact (50% of the shares), but with a 20% higher price", say the lawyers.



Collusion and bribery
According to Walfrido Warde Júnior and Cardozo, some directors and employees of Petrobras acted deliberately to hide from the other members of the board of directors and the Board of Directors the contractual provisions that made the deal harmful to the interests of Petrobras, as well as any elements that could raise doubts about the smoothness of the operation. For this, the board members would have received bribes from Astra Oil.

The defense claims that the fact that the document signed by Nestor Cerveró, in which he requests authorization to purchase part of the refinery, "omits the put option makes clear the intention to deceive the Board of Directors, preventing it from knowing this issue of evident relevance for the company.