2. Safe-Harbor Statement
We make forward-looking statements that are subject to risks and uncertainties. These
statements are based on the beliefs and assumptions of our management, and on
information currently available to us. Forward-looking statements include statements
regarding our intent, belief or current expectations or that of our directors or executive
officers.
Forward-looking statements also include information concerning our possible or assumed
future results of operations, as well as statements preceded by, followed by, or that
include the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'‘ ''anticipates,''
''intends,'' ''plans,'' ''estimates'' or similar expressions.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions because they relate to future events and therefore
depend on circumstances that may or may not occur. Our future results and shareholder
values may differ materially from those expressed in or suggested by these forward-
looking statements. Many of the factors that will determine these results and values are
beyond our ability to control or predict.
2
3. Index
Description & Rationale
Transaction Procedure & Terms
Shareholder Structure
Operating Data
Additional Information
Anticipated Time Schedule
3
4. Description
Transaction
Gafisa intends to exchange shares for the remaining publicly-traded shares of Tenda .
Rationale
Benefits to Gafisa and Tenda shareholders:
• Scale gains;
• Increase in operational, commercial and administrative efficiency;
• Optimization of consolidated balance sheet ;
• Streamlined administration;
• Increase in share liquidity.
4
5. Transaction Procedure & Terms
Formation of an Independent Committee
According to CVM Guidance 35, an independent committee will be created to represent
Tenda in the negotiation of the transaction terms with Gafisa’s Management;
Based on historical prices, Gafisa’s Management believes that an adequate exchange ratio
would be between 0.188 and 0.200 of a Gafisa share for each Tenda share.
Market exchange ratio
30-day to 180-day daily average (base date: Oct. 21, 2009)
0,2050
Maximum: 0.200
0,2000
0,1950
0,1900
Minimum: 0.188
0,1850
0,1800
01-May-09
05-May-09
09-May-09
13-May-09
17-May-09
21-May-09
25-May-09
29-May-09
02-Sep-09
06-Sep-09
10-Sep-09
14-Sep-09
18-Sep-09
22-Sep-09
27-Apr-09
02-Jun-09
06-Jun-09
10-Jun-09
14-Jun-09
18-Jun-09
22-Jun-09
26-Jun-09
30-Jun-09
01-Aug-09
05-Aug-09
09-Aug-09
13-Aug-09
17-Aug-09
21-Aug-09
25-Aug-09
29-Aug-09
04-Jul-09
08-Jul-09
12-Jul-09
16-Jul-09
20-Jul-09
24-Jul-09
28-Jul-09
5
6. Current & New Shareholder Structure
Current shareholder structure (2Q09) Resulting shareholder structure
Gafisa Gafisa Former Tenda
shareholders shareholders shareholders
100.0 %
100.0 %
Tenda
Gafisa Gafisa
shareholders
60.0 % 40.0 % 100.0 %
Tenda Tenda
Capital markets impact
Consolidated company with market cap of approximately R$4.9 billion;
Consolidated daily liquidity of approximately R$ 138 million(1):
• R$ 65 mm (US$ 37 mm – Gafisa ADRs – NYSE);
• R$ 73 mm (R$ 59 mm Gafisa + R$ 14 mm Tenda - BMF&BOVESPA). (1) source: Bloomberg – Gafisa + Tenda: average of the last 30
days up to Oct. 21.
6
8. A National Company with a Diverse Portfolio
Presence (2Q09)
Brands States Cities
18 46
12 64
16 26
Total 20 99
8
9. Anticipated Time Schedule
Next steps
If the parties achieve satisfactory negotiation terms, the anticipated schedule for closure
follows:
October November December
05 12 19 26 02 09 16 23 07 14 21 28
Formation of Tenda’s Independent Committee
Negotiations between Independent Committee
and Gafisa Management
Conclusion of Tenda’s Independent Committee
analyses
Presentation of Independent Committee’s
analyses to Gafisa Management
Call notes of companies’ Extraordinary General
Shareholder Meetings for transaction appraisal
Extraordinary General Shareholder Meetings
9
