Amil Participacoes SA : Notice to the Market - Launching of the Unified Tender Offer for Acquisition of Shares

AMIL PARTICIPAÇÕES S.A.

CNPJ/MF No. 36.461.242/0001-20
NIRE No. 3330028203-3 / CVM No. 21172
A publicly-held company with authorized capital

NOTICE TO THE MARKET Launching of the Unified Tender Offer for Acquisition of Shares

AMIL PARTICIPAÇÕES S.A. (BM&FBOVESPA: AMIL3), a Brazilian publicly-held company headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida das Américas, 4200, Block 3, Barra da Tijuca district, enrolled in the CNPJ/MF under No. 36.461.242/0001-20 ("Company"), hereby informs its shareholders and the market that, in connection with the indirect acquisition of control of the Company on October 5, 2012, and in addition to the material facts disclosed on October 8 and 30, 2012 and on November 23 and 28, 2012, Mind Solutions S.A. ("Offeror"), current direct controlling shareholder of the Company and an affiliate of UnitedHealth Group Incorporated, published on this date the notice (Edital de Oferta Pública) of the unified public tender offer for the acquisition of up to the totality of the ordinary shares of the Company not held by the Offeror
("Notice" and "Offer", respectively). According to the Notice, the term for acceptance of the Offer by the Company's shareholders commences on this date.
The Notice is available in the following websites: www.cvm.gov.br, www.bmfbovespa.com.brand www.amilpar.com.br/ir.
Rio de Janeiro, March 21, 2013.

ERWIN KLEUSER

Investor Relations Officer

MARKETING MATERIAL TENDER OFFER FOR THE ACQUISITION OF COMMON SHARES

Banco J.P. Morgan S.A., as intermediary institution, directly or through its broker J.P. Morgan Corretora de Câmbio e Valores Mobiliários S.A., on account and order of Mind Solutions S.A.
("Offeror"), is carrying out a tender offer for the acquisition of up to 100% of the Offer Target Shares (as defined in item (i) below),
(i) to comply with the mandatory tender offer requirements under Brazilian law following the indirect transfer of control of the Company; (ii) to deregister the Company as public company for trading stock on the market ("Deregistration"); and (iii) to delist the common shares issued by the Company from Novo Mercado of BM&FBOVESPA S.A. - Bolsa de Valores Mercadorias e Futuros

("Novo Mercado", "BM&FBOVESPA" and "Delisting", respectively), in the terms of the Offer Notice (" Notice "). The following selected information must be read together with the Notice ( click here ) and with the Appraisal Report (click here) prepared by Goldman
Sachs do Brasil Banco Múltiplo S.A.:
The following summary highlights selected information from the Notice. It does not, however, contain all the information included in the Notice and you should read and consider carefully all such information in the Notice and the Appraisal Report before deciding whether to tender into the Offer:

(i) The Offer. The Offeror is conducting the Offer for the acquisition, at an Auction (as defined in section 5.1 of the Notice) to be held at BM&FBOVESPA, of up to 93,531,109 common shares issued by the Company held by non-controlling shareholders

("Shareholders"), as well as Company's management members ("Offer Target Shares") at a price of R$ 30.75 per Offer Target Share, subject to interest adjustments at the SELIC Rate and certain other adjustments set forth in the Notice (see sections 3.3 and
3.4 of the Notice). Payment for the Offer Target Shares purchased in the Auction will be subject to applicable withholding taxes. Each Shareholder will pay the brokerage commission and settlement fees on the sale of their Offer Target Shares.

(ii) Purpose of the Offer. The Offer aims at: (a) fulfilling Offeror's obligation to conduct a public offering after the indirect transfer of control for the acquisition of up to 100% of the shares held by the Shareholders; (b) the Deregistration with CVM; and (c) Delisting from the Novo Mercado. (iii) Conditions. The completion of the Offer does not depend on a minimum tender of Offered Target Shares, any specific financing, or any unusual conditions established by the Offeror. The Offeror's obligation to purchase the Offer Target Shares is, however, subject to compliance with the procedures established in the Notice. (iv) Expiration Date. Subject to the terms and conditions of the Notice, the Offer will expire on April 23, 2013, the effective Auction Date (as defined in item 5.1 of the Notice) at BM&FBOVESPA. (v) Extension. Subject to applicable rules, the extension of the expiration date or any other change in the Offer will be fully disclosed to the market, with notices specifying the modifications made and a new date for the Auction, if applicable.

(vi) Procedures for Participation in the Auction. The Shareholders who wish to participate in the Auction must register for such purpose, at any time from the commencement date of the offer, March 21, 2013, until 6:00 p.m. (Brasília time) on April 22, 2013 ("Registration Deadline") with any brokerage firm of their choice authorized to operate in the BOVESPA segment of BM&FBOVESPA ("Brokerage Firm"). Shareholders can obtain additional information about the procedures of the Offer by calling the Intermediary Institution at [phone].

(vii) Documents Required for Registration. To register for participation in the Auction, the holders of Offer Target Shares must provide to the Brokerage Company certified copies of the following documents (please note that, for registration purposes, additional information or documents may be requested by tendering shareholder's respective Brokerage Company):

(a) Individual. Individuals must provide a certified copy of a document evidencing enrollment with the CPF/MF, identity card and proof of residence. Minors, legally disabled persons and other holders of Offer Target Shares represented by power-of- attorney must submit documents evidencing the grant of power of attorney, as well as certified copies of CPF/MF and identity card of their agents. Minors, legally disabled persons and other holders represented by power-of-attorney, must also provide all applicable court authorizations in addition to any powers of attorney in order to participate in the Auction and sell their Shares.
(b) Corporate entity. Shareholders that are entities must provide a certified copy of their latest bylaws or consolidated articles of association, a document evidencing enrollment with the CNPJ/MF, corporate documents granting powers of attorney for their representatives, and certified copies of CPF/MF, identity card and proof of residence of their representatives. Investors residing abroad may be required to provide other documents of representation as requested by their Brokerage Company.
(c) Foreign Investors. All investors that are not organized in or residents of Brazil, who invested in Offer Target Shares by the method established under National Monetary Council Resolution No. 2,689 of January 26, 2006, as amended ("Foreign Investors"), must provide the chosen Brokerage Company, by the Registration Deadline, in addition to the documents above in section (a) or (b), as applicable, a document evidencing the Shareholder's registration number with CVM and Portfolio RDE with the Central Bank of Brazil. In addition, a statement of legal custody evidencing the number of Offer Target Shares held by the Shareholders and which will be tendered into the Auction must be provided. If a Foreign Investor is a foreign natural person, such Investor must provide, in addition to the documents mentioned in section (b) above, a certified copy of his/her CPF/MF.
(d) Trusts and Estates. The trustee or estate agent must provide their address, phone, e-mail and a certificated copy of the documentation proving such agent or trustee has the power to represent the trust or estate in the Offer. Estate agents must provide any applicable court authorizations in addition to powers of attorney in order to participate in the Auction and sell their Shares, as well as certified copies of CPF/MF and identity card.

(viii) Opinion of the Board of Directors on the Offer. The Board of Directors of the

Company, in accordance with section 4.8 of the Novo Mercado Regulations and Rule
14e-2 under the U.S. Securities Exchange Act of 1934, as amended, shall express its position regarding this Offer, by an opinion to be published on or prior to the earlier of (i) the 15th calendar day after the publication of the Notice or (ii) the 10th business day after the publication of the Notice. The opinion of the Board of Directors of the Company will be made available on the websites of the Company, CVM and BM&FBOVESPA.

(ix) Purchases Outside the Offer. The Offeror, its affiliates, advisors and agents acting on its behalf have made and may make purchases or arrangement to purchase Offer Target Shares from Shareholders willing to sell outside the Offer. Any such purchases will be made in accordance with applicable laws, rules and regulations. See sections 1.5 and

12.8 of the Notice for more detail concerning these sales.

(x) Appraisal Report. The Appraisal Report of the Company (as defined in section 7.1 of

the Notice) has been prepared by Goldman Sachs do Brasil Banco Múltiplo S.A., the institution chosen by a majority vote of shareholders representing the Qualifying Minority Shares (as defined in section 1.7 of the Notice) who attended the Extraordinary General Meeting of the Company held on November 14, 2012. The Offer price is approximately 16.24% higher than the average price of the price range set out in the Appraisal Report.

(xi) Put Right. Upon fulfillment of the Deregistration Condition (as defined in the Notice), a Shareholder has the right to sell his/her Shares during the 3 months following the Expiration Date of the Offer for the final price offered in the Auction, as adjusted by the average daily SELIC Rate, and further adjusted to reflect dividends and interest on Shareholders' equity, reverse split of shares or split of shares performed or declared. (xii) Tax Issues. The Shareholders should consult their own legal and tax advisors before deciding to tender into the Offer and participate in the Auction, as to the legal, tax and foreign exchange implications related to their participation and acceptance of the Offer. THIS MARKETING MATERIAL IS FOR INFORMATION PURPOSES ONLY. READ CAREFULLY THE TERMS SET FORTH IN THE NOTICE, ESPECIALLY THE PROCEDURES RELATED TO THE REGISTRATION FOR PARTICIPATING IN THE OFFER. THE INFORMATION CONTAINED IN THE MARKETING MATERIAL DOES NOT SUBSTITUTE FOR THE CAREFUL READING OF THE NOTICE AND THE APPRAISAL REPORT.